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10. PATENT AND COPYRIGHT PROTECTION <br /> The Contractor, at its own expense, shall defend any action brought against the County to <br /> the extent that such action is based upon a claim that the system supplied by the <br /> Contractor, or the operation of such system pursuant to a current version of <br /> Contractor-supplied operating software, infringes a United States patent or copyright. <br /> The Contractor shall pay those costs and damages finally awarded against the County in <br /> any such action. Such defense and payment shall be conditioned on the following: <br /> a. That the Contractor shall be notified within a reasonable time:in writing by the <br /> County of any notice of such claim; and, <br /> b. That the Contractor shall have the sole control of the defense of any action on <br /> such claim and all negotiations for its settlement or compromise. <br /> Should the system, or the operation thereof,become, or in the Contractor's opinion are <br /> likely to become, the subject of a claim of infringement of a United hates patent or <br /> copyright, the County shall permit the Contractor at its option and expense either to <br /> procure for the County the right to continue using the system, or to replace or modify the <br /> same so that they become non-infringing. <br /> If, in the sole opinion of the County, the return of such infringing system makes the <br /> retention of other items of system acquired from the Contractor under this contract <br /> impractical, the County shall then have the option of terminating the contract, or <br /> applicable portions thereof, without penalty or termination charge. The Contractor agrees <br /> to take back such system and refund any sums the County has paid Contractor. Such <br /> indemnity by the Contractor as to use of such system shall not apply to any infringement <br /> arising out of the use or in combination with other items where such infringement would <br /> not have occurred in the normal use intended for the system. <br /> 11. RESERVED <br /> 12. FORCE MAJEURE <br /> Except for defaults of subcontractors, neither party shall be responsible for delays or <br /> failures in performance resulting from acts beyond the control of the offending party. <br /> Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake, <br /> other natural disaster,nuclear accident, strike, lockout, riot,freight embargo,public <br /> regulated utility, or governmental statutes or regulations superimposed after the fact. <br /> If a delay or failure in performance by the Contractor arises out of a default of its <br /> subcontractor, and if such default arises out of causes beyond the control of both the <br /> 5 <br />