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<br />Progressive Design Build General Conditions
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<br />patent or copyright, now or hereafter issued. Owner shall give prompt written notice to Design-
<br />Builder of any such action or proceeding and will reasonably provide authority, information, and
<br />assistance in the defense of same. Design-Builder shall indemnify and hold harmless Owner from
<br />and against all damages and costs, including but not limited to attorneys’ fees and expenses
<br />incurred by or awarded against Owner or Design-Builder in any such action or proceeding.
<br />Design-Builder agrees to keep Owner informed of all developments in the defense of such
<br />actions.
<br />7.1.2 If Owner is enjoined from the operation or use of the Work, or any part thereof, as the
<br />result of any patent or copyright suit, claim, or proceeding, Design-Builder shall at its sole
<br />expense take reasonable steps to procure the right to operate or use the Work. If Design-Builder
<br />cannot so procure such right within a reasonable time, Design-Builder shall promptly, at Design-
<br />Builder’s option and at Design-Builder’s expense, (i) modify the Work to avoid infringement of any
<br />such patent or copyright or (ii) replace said Work with Work that does not infringe or violate any
<br />such patent or copyright.
<br />7.1.3 Sections 7.1.1 and 7.1.2 above shall not be applicable to any suit, claim or proceeding
<br />based on infringement or violation of a patent or copyright (i) relating solely to a particular process
<br />or product of a particular manufacturer specified by Owner and not offered or recommended by
<br />Design-Builder to Owner or (ii) arising from modifications to the Work by Owner or its agents after
<br />Substantial Completion. If the suit, claim or proceeding is based upon events set forth in the
<br />preceding sentence, Owner shall defend, indemnify and hold harmless Design-Builder to the
<br />same extent Design-Builder is obligated to defend, indemnify and hold harmless Owner in
<br />Section 7.1.1 above.
<br />7.1.4 The obligations set forth in this Section 7.1 shall constitute the sole agreement between
<br />the parties relating to liability for infringement of violation of any patent or copyright.
<br />7.2 Tax Claim Indemnification.
<br />7.2.1 If, in accordance with Owner’s direction, an exemption for all or part of the Work is
<br />claimed for taxes, Owner shall indemnify, defend and hold harmless Design-Builder from and
<br />against any liability, penalty, interest, fine, tax assessment, attorneys’ fees or other expenses or
<br />costs incurred by Design-Builder as a result of any action taken by Design-Builder in accordance
<br />with Owner’s directive. Owner shall furnish Design-Builder with any applicable tax exemption
<br />certificates necessary to obtain such exemption, upon which Design-Builder may rely.
<br />7.3 Payment Claim Indemnification.
<br />7.3.1 Provided that Owner is not in breach of its contractual obligation to make payments to
<br />Design-Builder for the Work, Design-Builder shall indemnify, defend and hold harmless Owner
<br />from any claims or mechanic’s liens brought against Owner or against the Project as a result of
<br />the failure of Design-Builder, or those for whose acts it is responsible, to pay for any services,
<br />materials, labor, equipment, taxes or other items or obligations furnished or incurred for or in
<br />connection with the Work. Within three (3) days of receiving written notice from Owner that such a
<br />claim or mechanic’s lien has been filed, Design-Builder shall commence to take the steps
<br />necessary to discharge said claim or lien, including, if necessary, the furnishing of a mechanic’s
<br />lien bond. If Design-Builder fails to do so, Owner will have the right to discharge the claim or lien
<br />and hold Design-Builder liable for costs and expenses incurred, including attorneys’ fees.
<br />7.4 Design-Builder’s General Indemnification. In addition to any other indemnification of defense
<br />obligation that Design-Builder may have under the Contract Documents, Design-Builder shall
<br />defend, indemnify, and hold Owner, its officers, officials, employees, and agents (the “Indemnified
<br />Parties”) harmless from and against all claims, demands, losses, damages, or costs, including but
<br />not limited to damages arising out of bodily injury or death to persons and damage to property,
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