Common use of COPYRIGHT INDEMNITY Clause in Contracts

COPYRIGHT INDEMNITY. 7.1 INPHASE shall fully indemnify the Client against damages (excluding consequential damages), costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement in the United Kingdom of copyright in consequence of the authorised use or possession of the Software or Documentation supplied by INPHASE under this Agreement, subject to the following:- (i) the Client promptly notify INPHASE in writing of any alleged infringement of which he has notice (ii) the Client must make no admissions without INPHASE's prior consent (iii) the Client, at INPHASE's request and expense shall allow INPHASE to conduct any negotiations or litigation and/or settle claim. The Client shall give INPHASE all reasonable assistance. The costs incurred or recovered in such negotiations or settled claim shall be for INPHASE's account. 7.2 If at any time an allegation of infringement of copyright is made in respect of the Software, or if in INPHASE's reasonable opinion such an allegation is likely to be made, INPHASE may at its own expense modify or replace the Software so as to avoid the infringement, without detracting from overall performance, INPHASE making good to the Client any loss of use during modification or replacement.