Common use of Infringement and Indemnity Clause in Contracts

Infringement and Indemnity. The Contractor shall not infringe the Intellectual Property of any third party in supplying the Services and shall ensure that the receipt of the Services by the Authority and others, as contemplated by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and client basis) and other liabilities arising from or incurred as a result of or in connection with any breach of clause 38.1, except where any such claim arises from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall notify the Contractor in writing of any IP Infringement Claim brought against the Authority in materials supplied or licensed by the Contractor. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Authority on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Authority; and shall not settle or compromise any claim without the prior Approval of the Authority. The Authority shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Authority for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Authority and, at its own expense and subject to the consent of the Authority, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions of this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority. If a modification or substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with clause 38.7.1(b) within such time as the Authority may reasonably specify: the Authority may, at its option, terminate this agreement in accordance with clause 51.1.1(b); and the Contractor shall be liable for the value of Replacement Services and any additional costs incurred in implementing and maintaining such replacements. 39Publicity and Media The Contractor shall not make any press announcement, publicise the Contract in any way or use the Authority’s name in any marketing material, except with the Approval of the Authority. The Contractor shall ensure that its Staff comply with clause 39.1.

Infringement and Indemnity. The Contractor shall not infringe the Intellectual Property of any third party in supplying the Services and shall ensure that the receipt of the Services by the Authority Agency and others, as contemplated by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Authority Agency and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and client basis) and other liabilities arising from or incurred as a result of or in connection with any breach of clause 38.1Clause 40.1, except where any such claim arises from items or materials supplied by the Authority Agency or which the Authority Agency has specified for use by the Contractor. The Authority Agency shall notify the Contractor in writing of any IP Infringement Claim brought against the Authority Agency in materials supplied or licensed by the Contractor. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Authority Agency on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the AuthorityAgency; and shall not settle or compromise any claim without the prior Approval of the AuthorityAgency. The Authority Agency shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Authority Agency for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Authority Agency in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Authority Agency or which the Authority Agency has specified for use by the Contractor. The Authority Agency shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Authority Agency and, at its own expense and subject to the consent of the AuthorityAgency, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions of this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the AuthorityAgency. If a modification or substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with clause 38.7.1(bClause 1.(b) within such time as the Authority Agency may reasonably specify: the Authority Agency may, at its option, terminate this agreement in accordance with clause 51.1.1(bClause (b); and the Contractor shall be liable for the value of Replacement Services and any additional costs incurred in implementing and maintaining such replacements. 39Publicity and Media The Contractor shall not make any press announcement, publicise the Contract in any way or use the Authority’s name in any marketing material, except with the Approval of the Authority. The Contractor shall ensure that its Staff comply with clause 39.1.

Infringement and Indemnity. The Contractor (a) In the event that any legal proceeding shall not infringe the Intellectual Property be instituted or threatened against Licensee or any of its officers or directors or Sublicenses involving any third party claim relating to a breach of a representation or warranty made by Licensor in supplying the Services and shall ensure this License Agreement or that the Patent Rights, Licensed Process or Technology infringe a third party’s patent or copyright, Licensee will notify Licenser thereof. Licensor shall have 30 days after receipt of the Services above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of Licensee, such consent not to be unreasonably withheld) and at its expense, the settlement or defense thereof, and the Licensee shall cooperate with Licensor in connection therewith, provided that (i) Licensor shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of Licensee; (ii) in the event it appears likely, in the reasonable judgment of the Licensee, that different defenses are available to the Licensee or that a conflict of interest may arise between the Licensee and the Licensor with respect to such claim, the Licensee shall choose its own counsel, and the reasonable fees and expenses of such counsel shall be home by the Authority Licensor; (iii) in the event it appears that no conflict of interest will arise between the Licensee and othersthe Licensor and the Licensee desires to choose its counsel, the Licensor shall permit the Licensee to participate in such settlement or defense through such counsel chosen by the Licensee, provided that the fees and expenses of such counsel shall be borne by the Licensee; and (iv) the Licensor shall agree promptly to reimburse the Licensee for the full amount of any loss resulting from such claim and all related expenses incurred by the Licensee. So long as contemplated the Licensor is reasonably contesting any such claim in good faith, the Licensee shall not pay or settle any such claim. Notwithstanding the foregoing, and provided that no rights of Licensor are thereby in any way compromised or infringed, the Licensee shall have the right to pay or settle any such claim, provided that in such event the Licensee shall waive any right to indemnity, contribution or any other form of repayment therefor (however described) by this Contractthe Licensor, and reimburse the Licensor for any payments made to the date of the settlement. If the Licensor does not infringe notify the Intellectual Property Licensee within 30 days after receipt of any third party. The Contractor shallthe Licensee's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, during and after the Contract PeriodLicensee or its Sublicensee shall have the right to contest, indemnify and keep indemnified and hold settle or compromise the Authority claim in the exercise of its exclusive discretion at the expense of the Licensor, and the Crown harmless from reasonable costs and against all actions, suits, claims, demands, damages, expenses (including but not limited to reasonable attorneys' fees and expenses, legal costs (on a solicitor and client basis) and other liabilities arising from or incurred as a result of or by them in connection with any breach of clause 38.1, except where any such claim arises from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall notify the Contractor in writing of any IP Infringement Claim brought against the Authority in materials supplied or licensed by the Contractor. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Authority on all substantive issues which arise during the conduct defense of such litigation and negotiations; shall take due and proper account of the interests of the Authority; and shall not settle or compromise any claim without the prior Approval of the Authority. The Authority shall claim, at the request expense of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement ClaimLicensor. The Contractor Licensee shall indemnify the Authority xxxx Licensor monthly for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement defense of any IP Infringement Claimsuch claim, and Licensor shall promptly remit payment of all such bills to Licensee. If an IP Infringement Claim is made Licensor's failure to make such payment shall be a material default under this License Agreement. Licensor shall be entitled to participate in any such suit or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Authority and, action with its own counsel at its own expense expense. In the event of any claim under this Article XII, each of Licensor and subject Licensee shall (1) fully cooperate with each other in connection with any such claim; (2) on reasonable notice have any of its employees, officers, directors, agents and other representatives testify when necessary; and (3) on reasonable notice make available to the consent of the Authorityeach other as necessary all relevant records, use specimens, samples and other information in its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions of this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority. If a modification or substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with clause 38.7.1(b) within such time as the Authority may reasonably specify: the Authority may, possession at its option, terminate this agreement in accordance with clause 51.1.1(b); and the Contractor own expense. Licensor shall not be liable under this paragraph for any claim relating to Licensee’s negligence in the value provision of Replacement Licensed Services or solely based upon any Enhancement developed and any additional costs incurred used by Licensee in implementing and maintaining such replacements. 39Publicity and Media The Contractor shall not make any press announcement, publicise the Contract in any way or use the Authority’s name in any marketing material, except with the Approval provision of the Authority. The Contractor shall ensure that its Staff comply with clause 39.1Licensed Services.

Infringement and Indemnity. The Contractor shall not infringe the Intellectual Property of any third party in supplying the Services and shall ensure that the receipt of the Services by the Authority and others, as contemplated by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and client basis) and other liabilities arising from or incurred as a result of or in connection with any breach of clause 38.1, except where any such claim arises from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall notify the Contractor in writing of any IP Infringement Claim brought against the Authority in materials supplied or licensed by the Contractor. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Authority on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Authority; and shall not settle or compromise any claim without the prior Approval of the Authority. The Authority shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Authority for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Authority and, at its own expense and subject to the consent of the Authority, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions of this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority. If a modification or substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with clause 38.7.1(b) 37.7b within such time as the Authority may reasonably specify: the Authority may, at its option, terminate this agreement in accordance with clause 51.1.1(b); and the Contractor shall be liable for the value of Replacement Services and any additional costs incurred in implementing and maintaining such replacements. 39Publicity and Media The Contractor shall not make any press announcement, publicise the Contract in any way or use the Authority’s name in any marketing material, except with the Approval of the Authority. The Contractor shall ensure that its Staff comply with clause 39.138.1.