Common use of Intellectual Property Indemnities Clause in Contracts

Intellectual Property Indemnities. 6.1 Excluding any open source software, BT will defend, indemnify and hold Customer harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of BT’s provision of the Service. As a condition of this indemnity, Customer must: (a) notify BT promptly in writing of any allegation of infringement; (b) make no admission relating to the infringement; (c) allow BT to conduct all negotiations and proceedings and give BT all reasonable assistance in doing so (BT will pay Customer’s reasonable out-of- pocket expenses for such assistance); and (d) allow BT to modify or replace the Service or equipment, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification or replacement does not materially affect the performance of the Service. 6.2 If the Service becomes, or BT believes it is likely to become, the subject of an allegation or claim for infringement of any intellectual property rights as referred to in Section 6.1, BT, at its option and expense, may secure for Customer a right of continued use or modify or replace the Service, as set forth in Section 6.1(d) above, so that it is no longer infringing. If neither of those remedies is available to BT on reasonable terms, BT may so notify Customer and terminate such infringing Service without penalty to either Party. 6.3 Without prejudice to the provisions of the applicable law, the indemnity and remedies in Sections 6.1 and 6.2 are the exclusive remedies for claims of infringement and do not apply to claims for infringements related to Customer’s or Authorised User’s Content in connection with the Service, the use of the Service in conjunction with other equipment, software or services not supplied by BT or to infringements occasioned by work done by BT in accordance with directions or specifications given by Customer or designs made by, or on behalf of, Customer, including any part of the Service designed to Customer’s specifications. Customer will indemnify and hold BT harmless against all claims, proceedings and expenses arising from such infringements and will immediately cease any activity which gives rise to the alleged infringement. Customer’s indemnity obligations shall be subject to conditions equivalent to those applicable to BT’s obligations, as set forth in Section 6.1 above. 6.4 BT may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to Customer at the time BT offers such updates or modifications. 6.5 Customer acknowledges that the deployment of servers dedicated by BT for Customer’s use does not constitute a grant to the Customer of any right, title or interest in such server(s) or in any Software or other applications of any kind provided by BT and which are resident on such server(s). 6.6 Any intellectual property rights (whether registered or unregistered) created or acquired by BT in the course of providing the Service vest and remain vested in BT. 6.7 The limitations and exclusions of liability contained in Section 11 of the General Terms and Conditions, do not apply to this Section 6.

Intellectual Property Indemnities. 6.1 Excluding any open source software, BT will defend, indemnify and hold Customer harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of BT’s provision of the Service. As a condition of this indemnity, Customer must: (a) notify BT promptly in writing of any allegation of infringement; (b) make no admission relating to the infringement; (c) allow BT to conduct all negotiations and proceedings and give BT all reasonable assistance in doing so (BT will pay Customer’s reasonable out-of- of-pocket expenses for such assistance); and (d) allow BT to modify or replace the Service or equipment, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification or replacement does not materially affect the performance of the Service. 6.2 If the Service becomes, or BT believes it is likely to become, the subject of an allegation or claim for infringement of any intellectual property rights as referred to in Section 6.1, BT, at its option and expense, may secure for Customer a right of continued use or modify or replace the Service, as set forth in Section 6.1(d) above), so that it is no longer infringing. If neither of those remedies is available to BT on reasonable terms, BT may so notify Customer and terminate such infringing Service without penalty to either Party. 6.3 Without prejudice to the provisions of the applicable law, the indemnity and remedies in Sections 6.1 and 6.2 are the exclusive remedies for claims of infringement and do not apply to claims for infringements related to Customer’s or Authorised User’s Content in connection with the Service, the use of the Service in conjunction with other equipment, software or services not supplied by BT or to infringements occasioned by work done by BT in accordance with directions or specifications given by Customer or designs made by, or on behalf of, Customer, including any part of the Service designed to Customer’s specifications. Customer will indemnify and hold BT harmless against all claims, proceedings and expenses arising from such infringements and will immediately cease any activity which gives rise to the alleged infringement. Customer’s indemnity obligations shall be subject to conditions equivalent to those applicable to BT’s obligations, as set forth in Section 6.1 above6.1. 6.4 BT may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to Customer at the time BT offers such updates or modifications. 6.5 Customer acknowledges that the deployment of servers dedicated by BT for Customer’s use does not constitute a grant to the Customer of any right, title or interest in such server(s) or in any Software or other applications of any kind provided by BT and which are resident on such server(s). 6.6 Any intellectual property rights (whether registered or unregistered) created or acquired by BT in the course of providing the Service vest and remain vested in BT. 6.7 The limitations and exclusions of liability contained in Section 11 of the General Terms and Conditions11, do not apply to this Section 6.

Intellectual Property Indemnities. 6.1 Excluding any open source software, 11.1 BT will defend, indemnify and hold the Customer harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of BT’s provision of the Service. As a condition of this indemnity, indemnity the Customer must: : (a) notify Notify BT promptly in writing of any allegation of infringement; and (b) make Make no admission relating relation to the any infringement; and (c) allow Allow BT to conduct all negotiations and proceedings and give BT all reasonable assistance in doing so (BT will pay the Customer’s reasonable out-of- pocket expenses for such assistance); and and (d) allow Allow BT to modify or replace the Service or equipmentService, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification or replacement does not materially adversely affect the performance of the Service. 6.2 11.2 If the Service becomes, or BT believes it is likely to become, the subject of an allegation or claim for infringement of any intellectual property rights as referred to in Section 6.1, paragraph 11.1 above. BT, at its option opinion and expense, may secure for the Customer a right of continued use or modify or replace the Service, as set forth in Section 6.1(dparagraph 11.1(d) above, so that it is no longer infringing. If neither of those remedies is available to BT on reasonable terms, BT may so notify the Customer and terminate such infringing Service without penalty to either Partyparty. 6.3 11.3 Without prejudice to the provisions of the applicable law, the indemnity and remedies in Sections 6.1 and 6.2 paragraphs 11.1 & 11.2 above are the exclusive remedies for claims of infringement and do not apply to claims for infringements infringement related to the Customer’s or Authorised User’s Content in connection with the Service, the use of the Service in conjunction with other equipment, software or services not supplied by BT or to infringements occasioned by work done by BT in accordance with directions or specifications given by Customer or designs made by, or on behalf of, Customer, including any part of the Service designed to Customer’s specifications. The Customer will indemnify and hold BT harmless against all claims, proceedings and expenses arising from such infringements and will immediately cease any activity which gives rise to the alleged infringement. Customer’s indemnity obligations shall be subject to conditions equivalent to those applicable to BT’s obligations, as set forth in Section 6.1 above. 6.4 BT may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to Customer at the time BT offers such updates or modifications. 6.5 Customer acknowledges that the deployment of servers dedicated by BT for Customer’s use does not constitute a grant to the Customer of any right, title or interest in such server(s) or in any Software or other applications of any kind provided by BT and which are resident on such server(s). 6.6 Any intellectual property rights (whether registered or unregistered) created or acquired by BT in the course of providing the Service vest and remain vested in BT. 6.7 11.4 The limitations and exclusions of liability contained in Section 11 paragraph 14 of the General Terms and these Conditions, do not apply to this Section 6paragraph 11.

Intellectual Property Indemnities. 6.1 5.1 Excluding any open source software, software BT will defend, indemnify and hold Customer harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of BT’s provision of the Service. As a condition of this indemnity, Customer must: (a) notify BT promptly in writing of any allegation of infringement; (b) make no admission relating to the infringement; (c) allow BT to conduct all negotiations and proceedings and give BT all reasonable assistance in doing so (BT will pay Customer’s reasonable out-of- of-pocket expenses for such assistance); and (d) allow BT to modify or replace the Service or equipment, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification or replacement does not materially affect the performance of the Service. 6.2 5.2 If the Service becomes, or BT believes it is likely to become, the subject of an allegation or claim for infringement of any intellectual property rights as referred to in Section 6.15.1, BT, at its option and expense, may secure for Customer a right of continued use or modify or replace the Service, as set forth in Section 6.1(d) above5.1(d), so that it is no longer infringing. If neither of those remedies is available to BT on reasonable terms, BT may so notify Customer and terminate such infringing Service without penalty to either Party. 6.3 5.3 Without prejudice to the provisions of the applicable law, the indemnity and remedies in Sections 6.1 and 6.2 5.1 and 5.2 are the exclusive remedies for claims of infringement and do not apply to claims for infringements related to Customer’s or Authorised User’s Content in connection with the Service, the use of the Service in conjunction with other equipment, software or services not supplied by BT or to infringements occasioned by work done by BT in accordance with directions or specifications given by Customer or designs made by, or on behalf of, Customer, including any part of the Service designed to Customer’s specifications. The Customer will indemnify and hold BT harmless against all claims, proceedings and expenses arising from such infringements and will immediately cease any activity which gives rise to the alleged infringement. Customer’s indemnity obligations shall be subject to conditions equivalent to those applicable to BT’s obligations, as set forth in Section 6.1 above5.1. 6.4 BT may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to Customer at the time BT offers such updates or modifications. 6.5 Customer acknowledges that the deployment of servers dedicated by BT for Customer’s use does not constitute a grant to the Customer of any right, title or interest in such server(s) or in any Software or other applications of any kind provided by BT and which are resident on such server(s). 6.6 Any intellectual property rights (whether registered or unregistered) created or acquired by BT in the course of providing the Service vest and remain vested in BT. 6.7 5.4 The limitations and exclusions of liability contained in Section 11 of the General Terms and Conditions10, do not apply to this Section 65.

Intellectual Property Indemnities. 6.1 Excluding any open source software, 11.1 BT will defend, indemnify and hold the Customer harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of BT’s provision of the Service. As a condition of this indemnity, indemnity the Customer must: : (a) notify Notify BT promptly in writing of any allegation of infringement; and (b) make Make no admission relating relation to the any infringement; and (c) allow Allow BT to conduct all negotiations and proceedings and give BT all reasonable assistance in doing so (BT will pay the Customer’s reasonable out-of- pocket expenses for such assistance); and and (d) allow Allow BT to modify or replace the Service or equipmentService, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification or replacement does not materially adversely affect the performance of the Service. 6.2 11.2 If the Service becomes, or BT believes it is likely unlikely to become, the subject of an allegation or claim for infringement of any intellectual property rights as referred to in Section 6.1, paragraph 11.1 above. BT, at its option opinion and expense, may secure for the Customer a right of continued use or modify or replace the Service, as set forth in Section 6.1(dparagraph 11.1(d) above, so that it is no longer infringing. If neither of those remedies is available to BT on reasonable terms, BT may so notify the Customer and terminate such infringing Service without penalty to either Partyparty. 6.3 11.3 Without prejudice to the provisions of the applicable law, the indemnity and remedies in Sections 6.1 and 6.2 paragraphs 11.1 & 11.2 above are the exclusive remedies for claims of infringement and do not apply to claims for infringements infringement related to the Customer’s or Authorised User’s Content in connection with the Service, the use of the Service in conjunction with other equipment, software or services not supplied by BT or to infringements occasioned by work done by BT in accordance with directions or specifications given by Customer or designs made by, or on behalf of, Customer, including any part of the Service designed to Customer’s specifications. The Customer will indemnify and hold BT harmless against all claims, proceedings and expenses arising from such infringements and will immediately cease any activity which gives rise to the alleged infringement. Customer’s indemnity obligations shall be subject to conditions equivalent to those applicable to BT’s obligations, as set forth in Section 6.1 above. 6.4 BT may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to Customer at the time BT offers such updates or modifications. 6.5 Customer acknowledges that the deployment of servers dedicated by BT for Customer’s use does not constitute a grant to the Customer of any right, title or interest in such server(s) or in any Software or other applications of any kind provided by BT and which are resident on such server(s). 6.6 Any intellectual property rights (whether registered or unregistered) created or acquired by BT in the course of providing the Service vest and remain vested in BT. 6.7 11.4 The limitations and exclusions of liability contained in Section 11 paragraph 14 of the General Terms and these Conditions, do not apply to this Section 6paragraph 11.