Common use of Börse Berlin Clause in Contracts

Börse Berlin. AG is liable for and will indemnify the members of Licensee’s Group against all direct loss, damage cost or expense (including legal fees) arising out of all claims or proceedings relating to: (i) the possession and use in accordance with this Agreement of Equiduct Products and/or Information by the members of Licensee’s Group and/or Customers, based on the claim that such possession or use infringes any Intellectual Property Rights of any third party (the “IPR Claim”) provided that: (a) the members of Licensee’s Group give prompt written notice to Börse Berlin AG of any such IPR Claim giving all such details as are in their possession; (b) the members of Licensee’s Group give Börse Berlin AG the sole conduct of the defence to such IPR Claim and do not at any time admit liability or otherwise attempt to settle or compromise the IPR Claim; and (c) Licensee acts in accordance with the reasonable instructions of Börse Berlin AG and gives such assistance as Börse Berlin AG shall reasonably require in relation to such IPR Claim subject to payment of its reasonable costs in so doing.

Börse Berlin. AG is liable for and will indemnify the members of Licensee’s Group against all direct loss, damage cost or expense (including legal fees) arising out of all claims or proceedings relating to: : (i) the possession and use in accordance with this Agreement of Equiduct Products and/or Information by the members of Licensee’s Group and/or Customers, based on the claim that such possession or use infringes any Intellectual Property Rights of any third party (the “IPR Claim”) provided that: : (a) the members of Licensee’s Group give prompt written notice to Börse Berlin AG of any such IPR Claim giving all such details as are in their possession; ; (b) the members of Licensee’s Group give Börse Berlin AG the sole conduct of the defence to such IPR Claim and do not at any time admit liability or otherwise attempt to settle or compromise the IPR Claim; and and (c) Licensee acts in accordance with the reasonable instructions of Börse Berlin AG and gives such assistance as Börse Berlin AG shall reasonably require in relation to such IPR Claim subject to payment of its reasonable costs in so doing.

Börse Berlin. AG is liable for and will indemnify the members of Licensee’s Group against all direct loss, damage cost or expense (including legal fees) arising out of all claims or proceedings relating to: : (i) the possession and use in accordance with this Agreement of Equiduct Products and/or Information by the members of Licensee’s Group and/or Customers, based on the claim that such possession or use infringes any Intellectual Property Rights of any third party (the “IPR Claim”) provided that: : (a) the members of Licensee’s Group give prompt written notice to Börse Berlin AG of any such IPR Claim giving all such details as are in their possession; ; (b) the members of Licensee’s Group give Börse Berlin AG the sole conduct of the defence to such IPR Claim and do not at any time admit liability or otherwise attempt to settle or compromise the IPR Claim; and and (c) Licensee acts in accordance with the reasonable instructions of Börse Berlin AG and gives such assistance as Börse Berlin AG shall reasonably require in relation to such IPR Claim subject to payment of its reasonable costs in so doing. This section survives termination of this Agreement.