Cisco Systems, Inc.
Solicitation Number JP14001 Cisco Response B-4
Contractor is responsible, such Limitations of Liability will not apply to injuries to persons, including
death, or to damages to property.
Cisco Response: Cisco respectfully requests replacing this Section with language from the current Cisco
WSCA Data Communications AR-233. This language (modified slightly to fit terminology of this contract) is:
“Each party to this Agreement shall defend, indemnify, and hold harmless the other, its corporate
affiliates and their respective officers, directors, employees, and agents and their respective successors
and assigns from and against any and all claims, losses, liabilities, damages, and expenses (including,
without limitation, reasonable attorneys’ fees), including without limitation those based on contract or tort,
arising out of or in connection with a claim, suit, or proceeding brought by a third party based upon bodily
injury (including death) or damage to tangible personal property (not including lost or damaged data)
arising from the negligent or intentional acts or omissions of the indemnifying party or its subcontractors,
or the officers, directors, employees, agents, successors and assigns of any of them. In the event that
the indemnified party’s or a third party’s negligent or intentional acts or omissions contributed to cause
the injury or damage for which a claim of indemnity is being asserted against the indemnifying party
hereunder, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be
allocated or reallocated, as the case may be, between the indemnified party, the indemnifying party, and
any other party bearing responsibility in such proportion as appropriately reflects the relative fault of such
parties, or their subcontractors, or the officers, directors, employees, agents, successors, and assigns of
any of them, and the liability of the indemnifying party shall be proportionately reduced.
The foregoing indemnification obligations are conditioned upon the indemnified party promptly notifying
the indemnifying party in writing of the claim, suit, or proceeding for which the indemnifying party is
obligated under this Subsection, cooperating with, assisting, and providing information to, the
indemnifying party as reasonably required, and granting the indemnifying party the exclusive right to
defend or settle such claim, suit, or proceeding; provided that any such settlement or compromise
includes a release of the indemnified party from all liability arising out of such claim, suit or proceeding.”
12. EMPLOYMENT PRACTICES CLAUSE: The Contractor agrees to abide by the provisions of Title VI and
VII of the Civil Rights Act of 1964 (42USC 2000e) which prohibits discrimination against any employee or
applicant for employment or any applicant or recipient of services, on the basis of race, religion, color, or
national origin; and further agrees to abide by Executive Order No. 11246, as amended, which prohibits
discrimination on the basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age; and
Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which
prohibits discrimination on the basis of disabilities. Also, the Contractor agrees to abide by Utah's
Executive Order, dated March 17, 1993, which prohibits sexual harassment in the work place.
Cisco Response: Agreed
13. TERMINATION: Unless otherwise stated in the Special Terms and Conditions, this contract may be
terminated, with cause by either party, in advance of the specified termination date, upon written notice
being given by the other party. The party in violation will be given ten (10) working days after notification
to correct and cease the violations, after which the contract may be terminated for cause. This contract
may be terminated without cause, in advance of the specified expiration date, by either party, upon sixty
(60) days prior written notice being given the other party. On termination of this contract, all accounts
and payments will be processed according to the financial arrangements set forth herein for approved
services rendered to date of termination.
In the event of such termination, and professional services apply to the contract; the Contractor shall be
compensated for services properly performed under this Contract up to the effective date of the notice of
termination. The Contractor agrees that in the event of such termination for cause or without cause,
Contractor’s sole remedy and monetary recovery from the State is limited to full payment for all work
properly performed as authorized under this Contract up to the date of termination as well as any
reasonable monies owed as a result of the Contractor having to terminate contracts necessarily and
appropriately entered into by the Contractor pursuant to this Contract. Contractor further acknowledges
that in the event of such termination, all work product, which includes but is not limited to all manuals,
forms, contracts, schedules, reports, and any and all documents produced by Contractor under this
Contract up to the date of termination are the property of the State and shall be promptly delivered to the
State.