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<br /> ii. Confidential Information Indemnification
<br /> Disclosure or use of State Confidential Information by Contractor in violation of§10 may be cause for
<br /> legal action by third parties against Contractor, the State, or their respective agents. Contractor shall
<br /> indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages,
<br /> liabilities, losses, costs, expenses(including attorneys' fees and costs)incurred by the State in relation
<br /> to any act or omission by Contractor,or its employees,agents,assigns,or Subcontractors in violation of
<br /> §10.
<br /> iii. Intellectual Property Indemnification
<br /> Contractor shall indemnify, save,and hold harmless the Indemnified Parties, against any and all costs,
<br /> expenses,claims, damages, liabilities,and other amounts(including attorneys' fees and costs)incurred
<br /> by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright,
<br /> trademark,trade secret,or any other intellectual property right.
<br /> 20. COLORADO SPECIAL PROVISIONS(COLORADO FISCAL RULE 3-3)
<br /> These Special Provisions apply to all contracts except where noted in italics.
<br /> A. STATUTORY APPROVAL.§24-30-202(1),C.R.S.
<br /> This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If
<br /> this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this
<br /> Contract shall not be valid until it has been approved by the State's Chief Information Officer or designee.
<br /> B. FUND AVAILABILITY.§24-30-202(5.5),C.R.S.
<br /> Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for
<br /> that purpose being appropriated,budgeted,and otherwise made available.
<br /> C. GOVERNMENTAL IMMUNITY.
<br /> Liability for claims for injuries to persons or property arising from the negligence of the State, its
<br /> departments,boards,commissions committees,bureaus,offices,employees and officials shall be controlled
<br /> and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28
<br /> U.S.C. 1346(b),and the State's risk management statutes, §§24-30-1501,et seq. C.R.S.
<br /> D. INDEPENDENT CONTRACTOR.
<br /> Contractor shall perform its duties hereunder as an independent contractor and not as an employee.Neither
<br /> Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State.
<br /> Contractor shall not have authorization, express or implied,to bind the State to any agreement, liability or
<br /> understanding, except as expressly set forth herein. Contractor and its employees and agents are not
<br /> entitled to unemployment insurance or workers compensation benefits through the State and the State
<br /> shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
<br /> Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes
<br /> incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers'
<br /> compensation and unemployment compensation insurance in the amounts required by law,(ii)provide
<br /> proof thereof when requested by the State,and(iii) be solely responsible for its acts and those of its
<br /> employees and agents.
<br /> E. COMPLIANCE WITH LAW.
<br /> Contractor shall comply with all applicable federal and State laws,rules,and regulations in effect or hereafter
<br /> established,including,without limitation,laws applicable to discrimination and unfair employment practices.
<br /> F. CHOICE OF LAW,JURISDICTION,AND VENUE.
<br /> Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
<br /> execution, and enforcement of this Contract. Any provision included or incorporated herein by reference
<br /> which conflicts with said laws,rules,and regulations shall be null and void.All suits or actions related to this
<br /> Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City
<br /> and County of Denver.
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