Common use of INDEMNIFICATION BY EXULT SUPPLIER WITH RESPECT TO INTELLECTUAL PROPERTY Clause in Contracts

INDEMNIFICATION BY EXULT SUPPLIER WITH RESPECT TO INTELLECTUAL PROPERTY. 26.3.1 Subject to Clause 26.5, Exult Supplier shall indemnify and keep indemnified the Client, its Affiliates and their respective officers, directors, employees and agents, from and against all reasonable costs and expenses (including the amount of any damages awarded by a court of competent jurisdiction) which the Client may incur as a result of defending or settling any claim by a third party that the Client's use or possession of any of the Exult Proprietary Systems is unauthorised or infringes the Intellectual Property rights of any third party. 26.3.2 In the event of any such claim being made, the Client shall notify the Exult Regional Representative as soon as practicable upon becoming aware of the same and, subject to being indemnified, at the request of Exult Supplier, grant Exult Supplier sole conduct of the claim and provide to Exult Supplier all reasonable assistance in the conduct of the claim, provided that in conducting the claim Exult Supplier shall minimise the disruption to the business of BPA and the Participating Affiliates, including the use of the Exult Supplier Intellectual Property, as the case may be. 26.3.3 No liability shall exist under this Clause 26.3 to the extent that any such claim arises solely from: (i) the use by the Client and/or the Participating Affiliates of the relevant Exult Systems, Future Systems or Work Product for purposes not connected with the provision of the Services or services equivalent to the Services in the Country in which those Services are being provided or as otherwise authorised; (ii) any modification of the relevant Exult Systems, Future Systems or Work Product by or on behalf of the Client and/or the Participating Affiliates to which Exult Supplier or the third party, as the case may be, has not given its consent; or (iii) use of the relevant Exult Systems, Future Systems or Work Product in connection with materials or data supplied by the Client. 26.3.4 In the event that the Client's use or possession of any part of the Exult Systems, the Future Systems or Work Product is held to be unauthorised or to infringe any third party Intellectual Property rights, then Exult Supplier shall at its own expense and at the Client's option: (i) obtain for the Client a licence or such other right to continue to use that System or Work Product or part thereof; or (ii) replace or modify such part so as to avoid or rectify the unauthorised use or infringement without significant interruption or degradation in performance of that System or the Services, provided that the Client shall provide Exult Supplier with all reasonable assistance (at the cost of Exult Supplier) to enable Exult Supplier to so do.

INDEMNIFICATION BY EXULT SUPPLIER WITH RESPECT TO INTELLECTUAL PROPERTY. 26.3.1 Subject to Clause 26.5, Exult Supplier shall indemnify and keep indemnified the Client, its Affiliates and their respective officers, directors, employees and agents, from and against all reasonable costs and expenses (including the amount of any damages awarded by a court of competent jurisdiction) which the Client may incur as a result of defending or settling any claim by a third party that the Client's use or possession of any of the Exult Proprietary Systems is 154 unauthorised or infringes the Intellectual Property rights of any third party. 26.3.2 In the event of any such claim being made, the Client shall notify the Exult Regional Representative as soon as practicable upon becoming aware of the same and, subject to being indemnified, at the request of Exult Supplier, grant Exult Supplier sole conduct of the claim and provide to Exult Supplier all reasonable assistance in the conduct of the claim, provided that in conducting the claim Exult Supplier shall minimise the disruption to the business of BPA and the Participating Affiliates, including the use of the Exult Supplier Intellectual Property, as the case may be. 26.3.3 No liability shall exist under this Clause 26.3 to the extent that any such claim arises solely from: (i) the use by the Client and/or the Participating Affiliates of the relevant Exult Systems, Future Systems or Work Product for purposes not connected with the provision of the Services or services equivalent to the Services in the Country in which those Services are being provided or as otherwise authorised; (ii) any modification of the relevant Exult Systems, Future Systems or Work Product by or on behalf of the Client and/or the Participating Affiliates to which Exult Supplier or the third party, as the case may be, has not given its consent; or (iii) use of the relevant Exult Systems, Future Systems or Work Product in connection with materials or data supplied by the Client. 26.3.4 In the event that the Client's use or possession of any part of the Exult Systems, the Future Systems or Work Product is held to be unauthorised or to infringe any third party Intellectual Property rights, then Exult Supplier shall at its own expense and at the Client's option: (i) obtain for the Client a licence or such other right to continue to use that System or Work Product or part thereof; or (ii) replace or modify such part so as to avoid or rectify the unauthorised use or infringement without significant interruption or degradation in performance of that System or the Services, provided that the Client shall provide Exult Supplier with all reasonable assistance (at the cost of Exult Supplier) to enable Exult Supplier to so do.

INDEMNIFICATION BY EXULT SUPPLIER WITH RESPECT TO INTELLECTUAL PROPERTY. 26.3.1 Subject to Clause 26.5, Exult Supplier shall indemnify and keep indemnified the Client, its Affiliates and their respective officers, directors, employees and agents, from and against all reasonable costs and expenses (including the amount of any damages awarded by a court of competent jurisdiction) which the Client may incur as a result of defending or settling any claim by a third party that the Client's use or possession of any of the Exult Proprietary Systems is unauthorised or infringes the Intellectual Property rights of any third party. 26.3.2 In the event of any such claim being made, the Client shall notify the Exult Regional Representative as soon as practicable upon becoming aware of the 39 145 same and, subject to being indemnified, at the request of Exult Supplier, grant Exult Supplier sole conduct of the claim and provide to Exult Supplier all reasonable assistance in the conduct of the claim, provided that in conducting the claim Exult Supplier shall minimise the disruption to the business of BPA and the Participating Affiliates, including the use of the Exult Supplier Intellectual Property, as the case may be. 26.3.3 No liability shall exist under this Clause 26.3 to the extent that any such claim arises solely from: (i) the use by the Client and/or the Participating Affiliates of the relevant Exult Systems, Future Systems or Work Product for purposes not connected with the provision of the Services or services equivalent to the Services in the Country in which those Services are being provided or as otherwise authorised; (ii) any modification of the relevant Exult Systems, Future Systems or Work Product by or on behalf of the Client and/or the Participating Affiliates to which Exult Supplier or the third party, as the case may be, has not given its consent; or (iii) use of the relevant Exult Systems, Future Systems or Work Product in connection with materials or data supplied by the Client. 26.3.4 In the event that the Client's use or possession of any part of the Exult Systems, the Future Systems or Work Product is held to be unauthorised or to infringe any third party Intellectual Property rights, then Exult Supplier shall at its own expense and at the Client's option: (i) obtain for the Client a licence or such other right to continue to use that System or Work Product or part thereof; or (ii) replace or modify such part so as to avoid or rectify the unauthorised use or infringement without significant interruption or degradation in performance of that System or the Services, provided that the Client shall provide Exult Supplier with all reasonable assistance (at the cost of Exult Supplier) to enable Exult Supplier to so do.