ESBD_524888_1780948179329_RFP 542-26-003_Fraud Waste and Abuse Reporting Services_Vf.pdf
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- Attached to
- Fraud Waste and Abuse Reporting Services
- Solicitation number
- 542-26-003
- Issued by
- Travis County, Austin City, Texas
About this file
This is a Request for Proposal (RFP) issued by the Cancer Prevention and Research Institute of Texas (CPRIT) for Fraud, Waste, and Abuse Reporting Services. CPRIT seeks qualified respondents to establish a contract providing confidential phone and web-based hotline services available 24 hours a day, 365 days per year. The services must include a dedicated toll-free number for named and anonymous reporting, a web-based reporting tool for anonymous online submissions, and customized interview capabilities based on CPRIT's scripting requirements. The hotline must accommodate reports from CPRIT employees, grant recipients, and the general public regarding allegations of fraud, waste, and abuse. The proposal response deadline is June 30, 2026, at 2:00 p.m. Central Time. The initial contract term extends from the award date through August 31, 2027, with three optional one-year renewal periods available through August 31, 2030, contingent upon mutual agreement and legislative funding. No bidders' conference or site visit is specified in the RFP.
Pricing must be submitted in respondents' preferred format and should reflect the total contract amount for the initial twelve-month term; CPRIT reserves the right to negotiate all pricing prior to award. Price adjustments at contract renewal cannot exceed 10 percent of the previous term's total amount, and additional services added post-award cannot exceed 25 percent of the total contract amount. Evaluation will be based on qualifications and technical capabilities (30 percent), submitted pricing (40 percent), indicators of probable performance and company experience (15 percent), and references and past performance history (15 percent). Respondents must provide three client references from organizations where similar hotline services were provided. CPRIT reserves the right to award multiple contracts, request best and final offers, conduct reference checks through the Texas Comptroller's Vendor Performance Tracking System, and reject any or all proposals. No incumbent is identified, and funding is contingent upon legislative appropriation in each subsequent fiscal year.
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RFP 542-26-003
CANCER PREVENTION AND RESEARCH INSTITUTE OF TEXAS
REQUEST FOR PROPOSAL
RFP Number: 542-26-003
Fraud Waste and Abuse Reporting Services
NIGP Class Item:
920-41
Proposal Due Date: June 30, 2026
Proposal Due Time: 2:00 pm (Central Time in Austin, Texas)
Posting Date: June 8, 2026
NOTE: This RFP is composed of two parts: Part A: RFP Special Instructions, and Part B: General
Instructions and Contract Terms and Conditions. In the event an instruction or term in Part A conflicts with an instruction or term in Part B, the instruction or term in Part A prevails, and any addenda or amendments to either Part A or Part B control over the original versions. The RFP controls over any attachments or appendixes to the RFP, including any technical specifications.
PART A: TABLE OF CONTENTS
1.0 OVERVIEW AND BACKGROUND
1.1 Background
1.2 Agency Purpose
2.0 SCOPE OF SERVICES
3.0 TERM OF CONTRACT
3.1 Initial Term
3.2 Contracted Authority
4.0 RFP SCHEDULE AND SUBMISSION REQUIREMENTS
4.1 Schedule of Events
4.2 Revisions to Schedule
4.3 Point of Contact
4.4 Proposal Requirements for Submission
4.5 VetHUB Statement
5.0 EVALUATION OF PROPOSALS
5.1 Evaluation Criteria
6.0 SUBMITTING THE PROPOSAL TO CPRIT
6.1 Reservation of Rights
7.0 WARD AND PAYMENT PROCESS
7.1 Adding New Services to the Contract after Award
7.2 Payment Terms
7.3 Responsibility of Respondents
8.0 TERMS AND CONDITIONS
8.1 Termination of Contract - Convenience
8.2 Default Notification
8.3 Conflict Between Terms and Conditions
8.4 Changes in Service
8.5 Independent Contractor
8.6 Proprietary or Confidential Information
8.7 Public Disclosure
8.8 Vendor Performance
8.9 Non-Performance, Abandonment or Default
8.10 Infringements
1.0 OVERVIEW AND BACKGROUND
1.1 Background
In November 2007, Texas voters approved a constitutional amendment which created the Cancer
Prevention and Research Institute of Texas (CPRIT) and provided the initial $3 billion in general obligation bond funding for the Institute. On November 5, 2019, Texas voters overwhelmingly approved a constitutional amendment to continue CPRIT’s work and invest an additional $3 billion for finding and funding the best cancer research and prevention opportunities in the state. CPRIT is now a $6 billion initiative – the largest state research investment in the history of the United States and the second largest cancer research and prevention program in the world.
As Texas’ fight against cancer escalates exponentially, CPRIT’s work remains true to our three-part mission established by the Texas Legislature:
1. Invest in the research prowess of Texas universities and research organizations;
2. Create and expand life science infrastructure across the state; and
3. Expedite innovation in research and enhance the potential of breakthroughs in prevention and cures.
1.2 Agency Purpose
CPRIT is the state agency mandated to (1) create and expedite innovation in the area of cancer research, thereby enhancing the potential for a medical or scientific breakthrough in the prevention of cancer and cures for cancer; (2) attract, create, or expand research capabilities of public or private institutions of higher education and other public or private entities that will promote a substantial increase in cancer research and in the creation of high-quality new jobs in this state; and (3) develop and implement the
Texas Cancer Plan.
CPRIT is governed by an Oversight Committee consisting of nine members who are appointed by the
Governor, Lieutenant Governor and Speaker of the House. Under the guidance of its governing body, the
Oversight Committee, CPRIT maintains the highest integrity and dedication to the mission of finding cures and treatments for cancer. CPRIT’s investments position Texas as a world-class leader in cancer research and prevention and connect universities, researchers, physicians, companies, hospitals, and clinics across Texas to form a critical ecosystem of distinguished cancer-fighting talent. CPRIT is proud to be a part of this connectivity. Projects CPRIT funds create high quality jobs, support critical lab infrastructure assets, and help thousands of cancer patients extend their lives.
Additional information regarding CPRIT can be found on the agency's web site at www.cprit.texas.gov.
2.0 SCOPE OF SERVICES
CPRIT is seeking sealed proposals to establish a contract for confidential phone and web-based fraud, waste, and abuse reporting options, also known as Hotline Services.
http://www.cprit.state.tx.us/texascancerplan/index.html http://www.cprit.texas.gov/
Respondents must have superior telephone and internet report intake technology and qualified staff available 24 hours a day, 365 days a year, to receive named and anonymous callers through a dedicated toll-free number.
Respondents must also be able to provide a web-based reporting tool that allows individuals to submit reports anonymously online. Telephonic and online reporting intake should allow for CPRIT employees, CPRIT grant recipients, and the public to report allegations of fraud, waste, and abuse by responding to the same critical questions to capture reported issues systematically.
Respondents must have the capability to conduct customized interviews of individuals reporting fraud, waste, or abuse based on CPRIT’s scripting requirements, to disseminate regular reports via email to designated recipients at CPRIT, and escalate notification of reported fraud, waste, and abuse to appropriate CPRIT personnel according to CPRIT’s instructions.
3.0 TERM OF CONTRACT
3.1 Initial Term
The initial term of the contract will expire on August 31, 2027. Upon the mutual agreement of both parties, the contract may be renewed for three (3) additional one (1) year periods. The renewal periods, if exercised, will be:
1st Renewal: September 1, 2027 - August 31, 2028
2nd Renewal: September 1, 2028 – August 31, 2029
3rd Renewal: September 1, 2029 – August 31, 2030
Price adjustments, other than for additional services requested by CPRIT, may only occur at time of contract renewal. CPRIT will normally request pricing for the next renewal approximately 90 days before expiration of the current contract.
CPRIT reserves the right to accept, deny or negotiate all submitted price adjustments. Price increases may not exceed 10% of the previous term total amount.
The awarded vendor shall have no authority to act for or on behalf of CPRIT or the State of Texas except as expressly provided for in the awarded contract; no other power or use is granted or implied.
The awarded vendor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of
CPRIT or the State of Texas.
The complete contract governing the procurement will consist of the provisions in this RFP, including all attachments, the respondents’ proposal, and the notice of contract award, including any addenda issued by
CPRIT. The provisions of this RFP and those of the notice of contract award shall control in the case of any conflict with any of the provisions in the respondent’s proposal, except as otherwise noted in the notice of contract award.
Respondents shall provide, with their proposal, any proposed agreements the respondent intends to be part of the contract award. CPRIT may agree to, amend, or reject all or any part of such agreements if doing so would be in the State’s and CPRIT’s best interest.
3.2 Contracted Authority
The Vendor shall have no authority to act for or on behalf of CPRIT or the State of Texas except as expressly provided for in the awarded contract; no other power or use is granted or implied. The Vendor may not incur any debts, obligations, expenses or liabilities of any kind on behalf of CPRIT or the State of Texas.
The complete contract governing the procurement will consist of the provisions in this RFP, including any attachments and appendices, the Respondent’s proposal, and the notice of award, including any addenda issued by CPRIT. The provisions of this RFP and those of the notice of award shall control in case of any conflict with any of the provisions in the Respondent’s proposal, except as otherwise noted in the notice of award. Respondents must provide, with their proposal, any proposed agreements they intend to be part of the contract award. CPRIT may agree to, amend, or reject all or any part of such agreements if doing so would be in the State’s and CPRIT’s best interest.
CPRIT WILL NOT SIGN FORM CONTRACTS. CPRIT WILL NOT BE BOUND BY
ANY VENDOR LIMITATION OF LIABILITY.
4.0 RFP SCHEDULE AND SUBMISSION REQUIREMENTS
4.1 Schedule of Events: The following is the timetable for the procurement process:
Event Date_________________
ESBD Posting Date June 8, 2026
Deadline for Submitting Questions June 12, 2026
Official Response to Questions June 16, 2026, or as soon thereafter as possible
Official response to questions will be posted on the ESBD.
Proposal Response Due Date/Time: June 30, 2026 2:00 pm Central Time
4.2 Revisions to the Schedule
CPRIT reserves the right to revise this schedule or any portion of this RFP through a published addendum on the Electronic State Business Daily (ESBD). Respondents should periodically check the ESBD for updates prior to submitting a proposal. Respondent’s failure to periodically check the ESBD will in no way release the selected vendor from the requirements of “addenda or additional information” nor will any resulting additional costs to meet requirements be allowed after award. The ESBD website is located at: http://www.txsmartbuy.gov.
http://www.txsmartbuy.gov/
4.3 Point of Contact
Respondents shall direct all inquiries and communications regarding this RFP to the CPRIT staff listed below:
Donald Brandy
Contract Specialist
Phone: (512) 621-9583
Email: dbrandy@cprit.texas.gov
Respondents shall make no contact with other CPRIT personnel regarding this RFP, except as permitted by the CPRIT staff listed as Point of Contact.
Failure to comply with this requirement may result in disqualification of Respondent’s proposal.
4.4 Proposal Requirements for Submission
Listed below is a summary of all information to be included in a proposal submitted in response to this
RFP. CPRIT reserves the right, in its sole judgment and discretion, to waive minor technicalities and errors in the best interest of the state:
A. Execution of Proposal – Attachment A
Respondent’s signature is required to acknowledge that they can meet all requirements as stated. Failure to sign and submit this form with proposal may disqualify the proposal.
B. Transmittal Letter
The transmittal letter must contain a brief summary of key qualifications, and the proposed method and approach to achieving the scope of services. It must contain the Respondent’s and point of contact information. It must state if any exceptions are being taken and that the proposal will remain in effect for
120 days after the response deadline.
C. Pricing
Respondents may submit pricing in the format of their choice. The submitted pricing must be based on the requirements as listed in the Scope of Services and identify the total contract amount for the initial contract term up to twelve (12) months.
CPRIT reserves the right to negotiate all pricing prior to the award of the contract.
D. Proprietary Information
If any material in the proposal is marked to be considered as proprietary information, include a separate page that indicates the proposal section(s) and page(s) so marked.
E. Assumptions and Exceptions
Respondents shall clearly state any assumptions made in their proposal. Respondents shall also identify any exceptions taken to specific provisions of this RFP, noting the specific RFP section number. If there are no exceptions, respondents must explicitly state that the respondent takes no exception to any part of this RFP. Any exception may result in the contract not being awarded to the respondent.
mailto:dbrandy@cprit.texas.gov
On company letterhead, the respondent shall identify exceptions using the following format:
Section Section Title Exception Proposed Language
The RFP consists of the following attachments and requirements:
1. The RFP Special Instructions (Part A)
2. The Execution of Proposal (Attachment A, Respondents must sign and return with proposal)
3. The General Instructions & Contract Terms and Conditions (Part B, Attachment B)
4. Transmittal Letter. Respondents must include one with their proposal
5. Criminal Background Investigation Certification (Attachment D, Required by Selected
Respondent only)
4.5 VetHUB Statement
It is the policy of CPRIT to promote and encourage contracting and subcontracting opportunities for State of Texas certified Veteran Heroes United in Business vendors (VetHUBs) in all contracts in compliance with Texas Government Code, Statute 2161.001-253.
5.0 EVALUATION OF PROPOSALS
CPRIT reserves the right to award contracts without any negotiations and reserves the right to not make an award. Respondents are encouraged to provide their best response to the scope of services contained in the solicitation. Based upon CPRIT's evaluation of the responses to this RFP, CPRIT will determine if there is a need to request a Best and Final Offer (BAFO).
A request for a BAFO will be at the sole discretion of CPRIT and will be requested in writing from the
Respondents determined to be within the competitive range.
CPRIT may award more than one contract to address potential conflicts of interest that a Respondent could have with a CPRIT grant applicant.
5.1 Evaluation Criteria
The award will be made to the Respondent whose offer provides the best value for the state and is in the state’s best interest as defined in §2155.074, Gov't Code.
The following criteria will be used to evaluate all proposals and determine the best value:
1. The qualifications, technical capabilities and experience of the Respondent and its staff, who will have responsibility for managing all aspects of the reporting services in accordance with the Scope of Services. The quality and capability of the telephonic and online reporting intake systems that allow CPRIT staff, grant recipients, and the public to report allegations of fraud, waste, and abuse.
2. The submitted pricing to provide the services.
3. Indicators of probable performance under the contract, to include company experience and demonstrated capability based on proof of recent experience of the company providing Hotline services, including the capability for conducting customized interviews.
4. References, past history and demonstrated track record of timely performance, quality and integrity and other relevant factors as determined by CPRIT. Client references must provide contact information, including email addresses.
To ensure the relative importance of each criterion, proposal responses will be evaluated by the following percentage:
1 The Qualifications, Technical Capabilities and the Experience of the Respondent and
Staff Responsible for Managing all Aspects of the Scope of Services.
30%
2 The Submitted Pricing to Provide the Services. 40%
3 Indicators of Probable Performance, Including Company Experience and Proof of
Recent Historical Services.
15%
4 References, Past History, and other Relevant Factors as Determined by CPRIT 15%
Total 100%
CPRIT reserves the right to waive any minor or immaterial response requirements noted in the submission process. Submission of proposals confers no legal rights upon any respondent.
Respondents must provide three references reflecting organizations for which a respondent has provided the same or similar services, especially related to cancer research and prevention.
Client references must include contact information, including email addresses.
Preference may be given to, or relevant factors may be considered for a Respondent’s economic impact to the state or a subdivision of the state, including potential tax revenue and employment, the effect of a purchase on agency productivity and the cost of any employee training associated with the purchase.
CPRIT will determine whether negotiations or BAFOs are necessary and may invite selected Respondents to provide in-person presentations of their proposals.
Respondents should be aware that sealed proposals and information regarding sealed proposals cannot and will not be disclosed to Respondents or the general public prior to award of the contract.
6.0 SUBMITTING THE PROPOSAL TO CPRIT
Proposals must include all required information described in this RFP. Failure to provide the required information with the proposal may disqualify the proposal from consideration for award.
Proposals may be submitted by email or hard copy.
By Hard Copy Submission: The Proposal must be labeled and titled “RFP 542-26-003 Fraud, Waste, and Abuse Reporting Services.” Respondents must submit one (1) original and two (2) hard copies of proposal.
The Proposal must be delivered by a courier delivery company. Please do not use USPS for the delivery of proposals.
Physical Address
Cancer Prevention & Research Institute of Texas
Attn: Bid Services
1701 Congress Ave, Suite 6-127 (William B. Travis Building)
Austin, Texas 78701
By Electronic Submission (email): The email subject line must contain the RFP number and title.
Respondents are solely responsible for ensuring their electronic bid is sent to and received by CPRIT by the due date and time.
Email Address: ebids@cprit.texas.gov
All documents being emailed must be submitted in Microsoft Office and Adobe Acrobat formats.
Respondents will receive an autoreply confirming receipt of proposal.
A request to withdraw any proposal must be made in writing.
The email receipt date and time stamp is final. CPRIT is not liable for any technical difficulties encountered with electronic submission.
6.1 Reservations of Rights
The rights of CPRIT include, but are not limited to:
1. Rejection of any and all proposals received.
2. Cancellation of the RFP at its sole discretion.
3. Suspension of the procurement process.
4. Request Respondents to clarify their proposal and/or submit additional information pertaining to the proposal, including issuance of RFP addenda.
This RFP does not commit CPRIT to make an award, nor does it obligate it to pay any costs incurred by
Respondents in the preparation and submission of proposals in anticipation of a contract.
Should an award be made, a notice of award will be issued. This award will be contingent upon the funding by the Legislature being available in each subsequent fiscal year.
7.0 AWARD AND PAYMENT PROCESS
CPRIT shall award a contract to the respondent whose proposal is considered the best value to the state, as defined in §2155.074, Gov’t Code.
A Notice of Award will be issued to the selected vendor in response to this RFP.
CPRIT reserves the right to award multiple contracts from this solicitation, and to not make an award.
The Vendor agrees not to provide services until issuance of the Notice of Award from CPRIT.
The Vendor agrees to notify CPRIT in writing of internal changes of key personnel assigned to the contract. The Vendor must notify CPRIT within ten (10) days of changes involving key personnel.
All Respondents will be notified by email when an award has been made.
7.1 Adding New Services to the Contract after Award: Following the contract award, additional services of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to the selected
Vendor to provide a proposal on the additional services and shall submit a proposal to CPRIT as instructed. Pricing for additional services may not exceed 25% of the total contract amount. All prices are subject to negotiation with a BAFO. CPRIT may accept or reject any or all proposals and may issue a separate RFP for the services after rejecting some or all of the proposals. The services covered under this provision shall conform to the specifications and requirements as outlined in the request. A Notice of
Contract Amendment will be issued to document agreements after award.
7.2 Payment Terms: The parties shall comply with Chapter 2251, Texas Government Code, in invoicing and making payments. Payment for goods and services are due thirty (30) days after the goods are provided, the services are rendered, or a correct invoice is received, whichever is later. Payment under the contract shall not foreclose the right to recover wrongful payments.
Invoices must be timely and accurate. Each invoice must include the contract number (RFP number) and include any written changes that may apply, as it relates to services, prices and quantities. Invoices must include other pertinent itemized information for verification of receipt of services by CPRIT and be submitted to invoices@cprit.texas.gov.
7.3 Responsibility of Respondents: Respondents are solely responsible for thoroughly understanding the RFP and all requirements. Any questions concerning this RFP should be directed to the Point of
Contact. Respondents are solely responsible for their proposal and all documentation submitted.
Emailed proposals received after the due date and time (June 30, 2026, 2:00 pm CT) will be considered late and will not be evaluated or considered for the award. Hard copy proposals received after the due date and time will be returned to the Respondent unopened.
8.0 TERMS AND CONDITIONS
8.1 Termination of Contract – Convenience: In addition to the termination provisions contained in the attached Part B, general instructions and terms and conditions applicable to all procurements, this contract may be canceled by CPRIT upon written notice, provided such notice specifies an effective date for cancellation of not less than sixty (60) calendar days from the date such notice is received. Upon any such termination, all files will remain the property of CPRIT, and if requested by CPRIT, will be delivered at no cost to CPRIT or its designated recipient no later than the effective date of cancellation.
8.2 Default Notification: If Awarded Vendor cannot begin services on the agreed date and time, the
Vendor shall give immediate written notice to CPRIT and specify the date and time upon which the services will be provided. The Awarded Vendor must keep CPRIT informed at all times of implementation status. Failure to begin services on the agreed date and time, or failure to meet specifications authorizes CPRIT to purchase services elsewhere and charge full increase in costs, if any, to the defaulting vendor.
8.3 Conflict Between Terms and Conditions: In the event of a conflict between the terms and conditions of the Awarded Vendor’s standard form documents and the detailed specifications, CPRIT’s detailed specifications of this RFP shall govern.
8.4 Changes in Service: It is understood and agreed by the parties hereto that changes in local, state and federal rules, regulations or laws applicable hereto may occur. The Awarded Vendor expressly agrees to comply with all applicable federal, state and local laws.
8.5 Independent Contractor: The Awarded Vendor is and shall remain an independent contractor in relationship to CPRIT. CPRIT shall not be responsible for withholding taxes from payments made under any contract resulting from this RFP. The Vendor shall have no claim against CPRIT for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
8.6 Proprietary or Confidential Information: The Awarded Vendor will not disclose any information to which it is privy under this contract without the prior consent of CPRIT. The Vendor will indemnify and hold harmless the State of Texas, its officers and employees, and CPRIT its officers and employees for any claims or damages that arise from the disclosure by the vendor or its contractors of information held by the State of Texas.
8.7 Public Disclosure: No public disclosures or news releases pertaining to this contract shall be made without prior written approval of CPRIT.
8.8 Vendor Performance: Vendor performance shall be conducted for each awarded contract and reported through the CPA Vendor Performance Tracking System as described in 34 Texas Administrative
Code §20.108 (b). State agencies must report a vendor’s performance on any purchase over $25,000 from contracts administered by the CPA or any other purchase made through an agency's delegated authority, or a purchase made pursuant to the authority in Government Code, Title 10, Subtitle D or a purchase exemption from CPA/SPD procurement rules and procedures. CPA may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the Vendor
Performance Tracking System (as authorized by 34 Texas Administrative Code §20.108), CPA may examine other sources of vendor performance including, but not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts. Any such investigations will be at the sole discretion of CPA, and any negative findings, as determined by CPA, may result in non-award to a Respondent.
Past Performance: A Respondent’s past performance will be measured based on letter grades from A - F, in compliance with applicable provisions of §2155.074, 2155.075, 2156.007, 2157.003, and 2157.125, Gov't Code. Respondents may fail this selection criterion for any of the following conditions:
- A score less than C or Legacy Unsatisfactory in the Vendor Performance Tracking System,
- Currently under a Corrective Action Plan through the CPA,
- Having repeated negative Vendor Performance Reports for the same reason,
- Having purchase orders that have been canceled in the previous 12 months for non-performance (i.e. late delivery, etc.). Contractor performance information is located on the CPA web site at:
https://www.comptroller.texas.gov/purchasing/programs/vendor-performance https://www.comptroller.texas.gov/purchasing/programs/vendor-performance
8.9 Non-Performance, Abandonment or Default: CPRIT will monitor the performance of this contract. All services and deliverables under this contract must be provided at an acceptable quality level and in a manner consistent with acceptable industry customs and practice. Default in promised delivery
(without accepted reasons), service date or failure to meet specifications, authorizes CPRIT to purchase goods or services elsewhere and charge the full increase, if any, in cost and handling to defaulting
Vendor. If the Vendor defaults on the contract, CPRIT reserves the right to cancel the contract without notice and either re-solicit or re-award the contract to the next best responsive and responsible
Respondent. The defaulting Vendor will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work, unless the specification or scope of work is significantly changed. The period of suspension will be determined by the agency based on the seriousness of the default.
8.10 Infringements: Vendor shall indemnify and hold harmless the State of Texas and Customers, and/or their employees, agents, representatives, contractors, assignees, and/or designees from any third-party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the performances or actions of vendor pursuant to this contract. Vendor and the customer agree to furnish timely written notice to each other of any such claim. Vendor shall be liable to pay all costs of defense including attorneys’ fees. The defense shall be coordinated by vendor with the office of the Attorney General when Texas State Agencies are named defendants in any lawsuit and vendor may not agree to any settlement without first obtaining the concurrence from the Office of the Attorney General.
Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modifications made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by
Customer that is not in conformity with the terms of any applicable license agreement.
If Vendor becomes aware of any actual or potential claim, or Customer provides vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at
Vendor’s sole option and expense (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that the Customer’s use is non-infringing.
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