Cutover Indemnity. | Subject to Clauses 11.4 and 11.5, and the conditions at Clause 11.3, Cutover shall defend and indemnify Customer, its Affiliates (if applicable) and Users, against any claim that Customer's use of the Subscription Service in accordance with this Agreement infringes any patent effective in the United Kingdom or United States of America as of the Subscription Date, copyright, trade mark or database right, and shall indemnify Customer for any amounts awarded against Customer in final judgment or settlement of such claims. Cutover shall have full control of all claims and the authority to settle or otherwise dispose of all claims. In no event, however, may Cutover agree to settlement of any claim if such settlement would impose any liability or obligation upon Customer, or make any admission of liability on behalf of Customer, without Customer’s prior, written consent (such consent not to be unreasonably conditioned, withheld or delayed).
