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Crossroads Software Maintenance and Enhancement Services VDH PAGE 21 Contract # VDH-21-707-0156

C. Confidentiality Statement All Supplier Personnel performing Services pursuant to this Contract are required to sign a confidentiality statement or non-disclosure agreement. Any violation of the statement or agreement will be deemed a breach of this Contract and may result in termination of the Contract. D. Freedom of Information Act Acknowledgement All Supplier documents now or later comprising the Contract may be released in their entirety under the Virginia Freedom of Information Act, and Supplier agrees that any confidentiality or similar stamps or legends that are attached to any future documents or information may be ignored to the extent they claim confidentiality beyond that permitted by the Virginia Freedom of Information Act.

23. INDEMNIFICATION A. Indemnification Generally Supplier shall defend, indemnify, and hold harmless all Commonwealth Indemnified Parties from and against any third-party Claims to the extent the Claims in any way relate to, arise out of, or result from: i. any negligent act, negligent omission, intentional or willful misconduct or recklessness of the Supplier or any Supplier Personnel in the performance of this Contract; ii. a breach of any representation, warranty, covenant, or obligation of Supplier contained in this Contract; iii. any defect in the Supplier-provided products or services; or iv. any actual or alleged infringement or misappropriation of any third party’s intellectual property rights by any of the Supplier-provided products or services. v. any Claims by any Subcontractor resulting from Supplier’s failure to pay such Subcontractor. B. Defense of Claims Supplier will be solely responsible for all costs and expenses associated with the defense of all third-party Claims against Commonwealth Indemnified Parties that are within the indemnification obligation defined in section 23.A. above. C. Duty to Replace or Reimburse In the event of a Claim pursuant to any actual or alleged infringement or misappropriation of any third party’s intellectual property rights by any of the Supplier-provided products or services, or Supplier’s performance, Supplier shall, at its expense and option, either (a) procure the right to continue use of such infringing products or services, or any components thereof; or (b) replace or modify the infringing products or services, or any components thereof, with non-infringing products or services satisfactory to VDH. In the event VDH cannot use the affected Deliverable, product, Licensed Services, or Services, including any Components, then Supplier shall reimburse VDH for the reasonable costs incurred by VDH in obtaining an alternative product or service.

D. Supplier Dispute of Obligation to Indemnify If a Claim is commenced against any Commonwealth Indemnified Parties by a third party alleging an infringement of the third party’s intellectual property rights and Supplier is of the opinion that the allegations in the third-party Claim, in whole or in part, are not covered by the indemnification provision in this Contract, then In the event that Supplier disputes any of its obligations to defend or indemnify any Commonwealth Indemnified Party, then Supplier shall immediately notify VDH in writing and shall, nonetheless, take all reasonable steps to protect the rights, remedies, and interests of the Commonwealth Indemnified Parties in the defense of the Claim, including to secure a continuance to permit VDH to appear and defend their interests in cooperation with Supplier as is appropriate, including any jurisdictional defenses VDH may have.

24. LIABILITY A. Supplier Liability Except for liability arising from any combination of: i. the intentional or willful misconduct, fraud, or recklessness of the Supplier or of any DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E