Common use of INDEMNIFICATION OF EXULT IN RELATION TO INTELLECTUAL PROPERTY Clause in Contracts

INDEMNIFICATION OF EXULT IN RELATION TO INTELLECTUAL PROPERTY. 26.4.1 Subject to Clause 26.5, the Client shall indemnify and keep indemnified Exult Supplier from and against all reasonable costs and expenses (including the amount of any damages awarded by a court of competent jurisdiction) which Exult Supplier may incur as a result of defending or settling any claim by a third party that Exult Supplier's use of any of the Client Systems which has been authorised by the Client is unauthorised or infringes the Intellectual Property rights of any third party. 26.4.2 In the event of any such claim being made, Exult shall notify the BPA Regional Representative as soon as practicable upon becoming aware of the claim and, subject to being indemnified at the request of the Client, grant BPA or the Client sole conduct of the claim and provide to the Client all reasonable assistance in the conduct of the claim. 26.4.3 No liability shall exist under Clause 26.4 to the extent that any such claim arises from: (i) the use by Exult Supplier of the relevant Client System for purposes not connected with the provision of the Services in the Country in which the Services are provided; or (ii) any modification of the Client System by or on behalf of Exult Supplier to which the Client has not given its consent. 26.4.4 In the event that Exult Supplier's use of any part of the Client Systems is held to be unauthorised or to infringe any Intellectual Property rights relating thereto, then the Client shall at its own expense: (i) obtain for Exult Supplier a licence or such other right to continue to use that System; or (ii) replace or modify such part so as to avoid or rectify the unauthorised use or infringement, provided that Exult Supplier shall provide the Client with all reasonable assistance to enable the Client to so do.

INDEMNIFICATION OF EXULT IN RELATION TO INTELLECTUAL PROPERTY. 26.4.1 Subject to Clause 26.5, the Client shall indemnify and keep indemnified Exult Supplier from and against all reasonable costs and expenses (including the 155 amount of any damages awarded by a court of competent jurisdiction) which Exult Supplier may incur as a result of defending or settling any claim by a third party that Exult Supplier's use of any of the Client Systems which has been authorised by the Client is unauthorised or infringes the Intellectual Property rights of any third party. 26.4.2 In the event of any such claim being made, Exult shall notify the BPA Regional Representative as soon as practicable upon becoming aware of the claim and, subject to being indemnified at the request of the Client, grant BPA or the Client sole conduct of the claim and provide to the Client all reasonable assistance in the conduct of the claim. 26.4.3 No liability shall exist under Clause 26.4 to the extent that any such claim arises from: (i) the use by Exult Supplier of the relevant Client System for purposes not connected with the provision of the Services in the Country in which the Services are provided; or (ii) any modification of the Client System by or on behalf of Exult Supplier to which the Client has not given its consent. 26.4.4 In the event that Exult Supplier's use of any part of the Client Systems is held to be unauthorised or to infringe any Intellectual Property rights relating thereto, then the Client shall at its own expense: (i) obtain for Exult Supplier a licence or such other right to continue to use that System; or (ii) replace or modify such part so as to avoid or rectify the unauthorised use or infringement, provided that Exult Supplier shall provide the Client with all reasonable assistance to enable the Client to so do.

INDEMNIFICATION OF EXULT IN RELATION TO INTELLECTUAL PROPERTY. 26.4.1 Subject to Clause 26.5, the Client shall indemnify and keep indemnified Exult Supplier from and against all reasonable costs and expenses (including the amount of any damages awarded by a court of competent jurisdiction) which Exult Supplier may incur as a result of defending or settling any claim by a third party that Exult Supplier's use of any of the Client Systems which has been authorised by the Client is unauthorised or infringes the Intellectual Property rights of any third party. 26.4.2 In the event of any such claim being made, Exult shall notify the BPA Regional Representative as soon as practicable upon becoming aware of the claim and, subject to being indemnified at the request of the Client, grant BPA or the Client sole conduct of the claim and provide to the Client all reasonable assistance in the conduct of the claim. 26.4.3 No liability shall exist under Clause 26.4 to the extent that any such claim arises from: (i) the use by Exult Supplier of the relevant Client System for purposes not connected with the provision of the Services in the Country in which the Services are provided; or (ii) any modification of the Client System by or on behalf of Exult Supplier to which the Client has not given its consent. 26.4.4 In the event that Exult Supplier's use of any part of the Client Systems is held to be unauthorised or to infringe any Intellectual Property rights relating thereto, then the Client shall at its own expense: (i) obtain for Exult Supplier a licence or such other right to continue to use that System; or (ii) replace or modify such part so as to avoid or rectify the unauthorised use or infringement, provided that Exult Supplier shall provide the Client with all reasonable assistance to enable the Client to so do.,

INDEMNIFICATION OF EXULT IN RELATION TO INTELLECTUAL PROPERTY. 26.4.1 Subject to Clause 26.5, the Client shall indemnify and keep indemnified Exult Supplier from and against all reasonable costs and expenses (including the amount of any damages awarded by a court of competent jurisdiction) which Exult Supplier may incur as a result of defending or settling any claim by a third party that Exult Supplier's use of any of the Client Systems which has been authorised by the Client is unauthorised or infringes the Intellectual Property 40 146 rights of any third party. 26.4.2 In the event of any such claim being made, Exult shall notify the BPA Regional Representative as soon as practicable upon becoming aware of the claim and, subject to being indemnified at the request of the Client, grant BPA or the Client sole conduct of the claim and provide to the Client all reasonable assistance in the conduct of the claim. 26.4.3 No liability shall exist under Clause 26.4 to the extent that any such claim arises from: (i) the use by Exult Supplier of the relevant Client System for purposes not connected with the provision of the Services in the Country in which the Services are provided; or (ii) any modification of the Client System by or on behalf of Exult Supplier to which the Client has not given its consent. 26.4.4 In the event that Exult Supplier's use of any part of the Client Systems is held to be unauthorised or to infringe any Intellectual Property rights relating thereto, then the Client shall at its own expense: (i) obtain for Exult Supplier a licence or such other right to continue to use that System; or (ii) replace or modify such part so as to avoid or rectify the unauthorised use or infringement, provided that Exult Supplier shall provide the Client with all reasonable assistance to enable the Client to so do.