Common use of Defence of infringement claims Clause in Contracts

Defence of infringement claims. The Supplier shall defend the Customer against any claims relating to the infringement of intellectual property rights such as copyright, patent or trademark rights arising from the use of the Software or the Work Products in compliance with the contractual agreements, provided the Customer - notifies the Supplier in writing within ten (10) calendar days of the actual or alleged infringement of intellectual property rights; - provides the Supplier with all the information required to settle the claim, together with all reasonable cooperation and support; - gives the Supplier the sole authority to conduct the legal case and settle the claim in court or out-of-court. Under the above conditions, the Supplier shall conduct the legal case at its own expense. Should the intellectual property rights of third parties be violated, or should the Supplier regard such infringement as likely, the Supplier may choose to obtain for the Customer the right to continue to use the Software or the Work Products, to replace or modify them so that they become non- infringing, or to withdraw from the Agreement and reimburse the portion of the Subscription Fee paid since the Customer reported the infringement claim. The foregoing states the Supplier’s entire warranty with respect to any infringement claims.

Defence of infringement claims. The Supplier shall defend the Customer against any claims relating to the infringement of intellectual property rights such as copyright, patent or trademark rights arising from the use of the Software or the Work Products in compliance with the contractual agreements, provided the Customer - notifies the Supplier in writing within ten (10) calendar days of the actual or alleged infringement of intellectual property rights; - provides the Supplier with all the information reasonably required to settle the claim, together with all reasonable cooperation and support; - gives the Supplier the sole authority to conduct the legal case and settle the claim in court or out-of-court. Under the above conditions, the Supplier shall conduct the legal case at its own expense. Should the intellectual property rights of third parties be violated, or should the Supplier regard such infringement as likely, the Supplier may choose to obtain for the Customer the right to continue to use the Software or the Work Products, to replace or modify them so that they become non- infringing, or to withdraw from the Agreement and reimburse the portion of the Subscription Fee paid since the Customer reported the infringement claim. The foregoing states the Supplier’s entire warranty with respect to any infringement claims.