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Appendix A
<br />STANDARD CLAUSES FOR TEXAS DIR
<br />CONTRACTS
<br />The parties to the attached Contract, amendment or other
<br />agreement of any kind (hereinafter, "this Contract") agree
<br />to be bound by the following clauses which are hereby
<br />made a part of this Contract.
<br />3. NO QUANTITY GUARANTEES. 'This Contract is
<br />not exclusive to the named Reseller. Customers may obtain
<br />Information Resources Technologies from other sources
<br />during the Contract term. DIR makes, no express or
<br />implied warranties whatsoever that any particular number
<br />of Purchase Orders will be issued or that any particular
<br />quantity or dollar amount of Information Resources
<br />Technologies will be procured through the Contracx.
<br />1. INDEMNIFICATION CLAUSE. Reseller shall
<br />defend, indemnify and hold harmless the State of Texas, its
<br />officers, agents, and employees from and against all claims,
<br />actions, suits, demands, proceeding, costs, damages and
<br />liabilities, including attorneys fees, arising out of, or
<br />resulting from any acts or omissions of the Reseller or its
<br />agents, employees, subcontractors, or suppliers of
<br />subcontractors in the execution or perfomtance of this
<br />Contract and any Purchase Order(s) issued under this
<br />Contract.
<br />The Reseller shall defend, indemnify and hold hemtless the
<br />State of Texas, its officers, agents and employees, from any
<br />and all claims involving infringement of patents,
<br />copyrights, trade and service marks, and any other
<br />intellectual or intangible property rights in connection with
<br />the use of any product or service supplied by the Reseller.
<br />Reseller agrees to defend against any and all such claims at
<br />Reseller's expense, whether or not such claims become the
<br />subject of litigation. DIR will provide reasonable
<br />assistance in the defense of such claims if so requested by
<br />the Reseller. Reseller agrees to coordinate defense with the
<br />Texas Office of Attorney General, as may be requested by
<br />DIR.
<br />"Developed Works" means any and all deliverables
<br />developed by Avnet for Customer by the performance of
<br />Avaet services, end the delivery of products, as specified in
<br />a Statement of Work Reseller will defend, hold harmless
<br />and indemnify, itcluding attorney's fees, Customer from
<br />claims that that Developed Works (except those Developed
<br />Works developed to mcet the Customer's specifications)
<br />infringe the intellectual property rights of a third party. If
<br />such a claim is or is likely to be made, Resellet will, at its
<br />own expense, with respect to the Developed Works,
<br />exercise the first of the following remedies that is
<br />practicable: (i) obtain for the Customer the right to
<br />continue to use, sell and license them consistent with this
<br />Contract; (ii) modify them so they are non-infringing and in
<br />compliance with this Contract; (iii) replace them with non-
<br />infringing ones that comply with this Contract; or (iv) at the
<br />Customer's request, accept the cancellation of infringing
<br />Products and/or Services and the return of infringing
<br />Developed Works and refund any amount paid.
<br />2. NON-ASSIGNMENT CLAUSE. This Contract shall
<br />be entered into and be binding upon the successors of the
<br />parties. Reseller tray not assign this Contract without the
<br />prior written consent of DIR Any attempt to assign this
<br />Contract without the written consent of DIR is null and
<br />void.
<br />4. CONFIDENTIALITY CLAUSE. Reseller
<br />acknowledges that DIR is a government agency subject to
<br />the Texas Public Information Act. Reseller also
<br />acknowledges that D1R will comply with the Public
<br />Information Act, and with all opinions of the Texas
<br />Attorney General's office concerning this Act.
<br />Under the terms of this Contract, DIR may provide Reseller
<br />with information related to Customers. Reseller shall not
<br />re-sell or otherwise distribute or release to any party in any
<br />manner, Customer information.
<br />5. RESELLER CERTIFICATIONS.
<br />Reseller certifies (i) it has not given, offered to give, and
<br />does not intend to give at any time hereafter any economic
<br />opportunity, future employment, gift, loan, gratuity, special
<br />discount, trip, favor, or service to a public servant in
<br />connection with this Contract; (ii) it is not currently
<br />delinquent in the payment of any franchise tax owed the
<br />State of Texas and is not ineligible to receive payment
<br />under §231.006 of the Texas Family Code and
<br />acknowledges this Contract may be terminated and
<br />payment withheld if this certification is inaccurate; (iii)
<br />neither it, nor anyone acting for it, has violated the antitrust ~~..
<br />laws of the United States or the State ' of Texas, nor
<br />communicated duectly or indirectly to any competitor or
<br />any other person engaged in such line of business for the
<br />purpose of obtaining an unfair price advantage; (iv) it has
<br />not received payment from DIR or any of its employees for
<br />participating in the preparation of this Contract-, (v) it is
<br />not ineligible to receive this Contract under § 2155.004,
<br />Texas Government Code; (vi) it is in compliance with
<br />§618.003, Texas Government Code; (vii) it will comply
<br />with §2155.444 and §2155.4441, Texas Government Code,
<br />in fulfilling the temts of this Contract; and (viii) to the best
<br />of the Reseller's latowledge and belief, there are no suits or
<br />proceedings pending or threatened against or affecting the
<br />Reseller, which if determined adversely to the Reseller will
<br />have a material adverse effect on the ability of the Reseiler
<br />to fulfill its obligations under this Contract.
<br />6. EQUAL OPPORTUNITY COMPLIANCE.
<br />Reseller agrees to abide by all applicable laws, regulations,
<br />and executive order; pertaining to equal employment
<br />opportunity, including federal laws and the laws of the
<br />State in which its primary place of business is located. in
<br />accordance with such laws, regulations, and executive
<br />orders, the Reseller agrees that no person , in the United
<br />States shall, on the grounds of race, color, religion, national
<br />origin,, sex, age, veteran status or handicap, be excluded
<br />from employment with or participation in, be denied the
<br />benefits of, or be otherwise subjected to discrimination
<br />under any program or activity perfoiined by Reseller under
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