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E. For procuring State Agencies whose payments are processed by the CPA, the volume of
<br />payments made to Successful Respondent through the CPA and the administrative fee based
<br />thereon shall be presumed correct unless Successful Respondent can demonstrate to DIR's
<br />satisfaction that Successful Respondent's calculation of DIR's administrative fee is correct.
<br />9.4 Contract Administration Notification
<br />A. Prior to execution of the Contract, Successful Respondent shall provide DIR with written
<br />notification of the following:
<br />i) Successful Respondent Contract Manager's name and contact information,
<br />ii) Successful Respondent sales representative name and contact information, and
<br />iii) name and contact information of Successful Respondent personnel responsible for
<br />submitting reports and payment of DIR Administrative Fees.
<br />B. Upon execution of the Contract, DIR shall provide Successful Respondent with written
<br />notification of the DIR Contract Manager's name and contact information.
<br />"INIIJ5511I
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<br />10.1.1 Indemnities by Successful espondeiit
<br />A. Successful Respondent shall defend, indemnify, and hold harmless DIR, the State of Texas, and
<br />Customers, AND/OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
<br />REPRESENTATIVES, CONTRACTORS, SUCCESSORS, ASSIGNEES, AND/OR
<br />DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR
<br />SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of,
<br />resulting from, or related to:
<br />i) any acts or omissions of Successful Respondent, its employees, or Third Party Providers in
<br />or in connection with the execution or performance of the Contract and any Purchase
<br />Orders issued under the Contract;
<br />ii) any and all third party claims involving infringement of United States patents, copyrights,
<br />trade and service marks, and any other intellectual or intangible property rights (an
<br />"Infringement") in or in connection with the execution or performance of the Contract and
<br />any Purchase Orders issued under the Contract;
<br />iii) any breach, disclosure, or exposure of data or information of or regarding DIR or any
<br />Customer that is provided to or obtained by Successful Respondent in connection with the
<br />Contract, including DIR data, Customer data, confidential information of DIR or Customer,
<br />any personal identifying information, or any other protected or regulated data by Successful
<br />Respondent, its employees, representatives, agents, or subcontractors in or in connection
<br />with the execution or performance of the Contract and any Purchase Orders issued under
<br />the Contract; and
<br />iv) tax liability, unemployment insurance or workers' compensation or expectations of benefits
<br />by Successful Respondent, its employees, representatives, agents, or subcontractors in or in
<br />connection with the execution or performance of the Contract and any Purchase Orders
<br />issued under the Contract.
<br />B. THE DEFENSE SHALL BE COORDINATED BY SUCCESSFUL RESPONDENT WITH THE
<br />OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
<br />Appendix A Standard Contract Terms and Conditions Page 23
<br /><Rev December 2021>
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