Common use of Intellectual Property Indemnities Clause in Contracts

Intellectual Property Indemnities. 11.1 The Customer shall defend, indemnify and hold harmless Xxxxxxxx against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that: (a) the Customer is given prompt notice of any such claim; (b) Xxxxxxxx provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (c) the Customer is given sole authority to defend or settle the claim. 11.2 Xxxxxxxx shall defend, indemnify and hold harmless the Customer, claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Xxxxxxxx is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Xxxxxxxx in the defence and settlement of such claim, at Xxxxxxxx'x expense; and (c) Xxxxxxxx is given sole authority to defend or settle the claim. 11.3 In the defence or settlement of any claim, Xxxxxxxx may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 11.4 In no event shall Xxxxxxxx, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than Xxxxxxxx; or (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Xxxxxxxx; or (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Xxxxxxxx or any appropriate authority. 11.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Xxxxxxxx'x (including Xxxxxxxx’x employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

Intellectual Property Indemnities. 11.1 The Consultant shall, at all times during and after the term of this Agreement, indemnify, keep indemnified and hold harmless the Customer against all claims, demands, actions, proceedings, losses damages, costs and expenses (including all reasonable legal fees) incurred by the Customer in relation to any infringement or alleged infringement of any third-party Intellectual Property Rights arising from: (a) the receipt of or benefiting by the Customer of any of the Services; or (b) the use or possession by the Customer of the Deliverables ("IPR Claim"), provided that: 11.1.1 the Customer notifies the Consultant in writing of any IPR Claim; 11.1.2 the Customer allows the Consultant to conduct all negotiations and proceedings and gives the Consultant all reasonable assistance, each at the Consultant's cost, regarding the IPR Claim; and 11.1.3 the Customer makes no admission relating to the IPR Claim. 11.2 If at any time an IPR Claim is made, the Consultant may, at its own expense and sole option, either: 11.2.1 procure for the Customer the right to continue using the relevant part of the Deliverable; or 11.2.2 replace or modify the Deliverable with non-infringing substitutes. 11.3 If the Consultant elects to modify the item(s) or to supply substitute item(s) under clause 11.2.2 or to procure a license in accordance with clause 11.2.1 but this has not avoided or resolved the IPR Claim the Customer will return the Deliverable to the Consultant and, without prejudice to the indemnity set out in clause 11.1, the Customer's sole remedy shall be that the Consultant shall refund in full all Charges paid by the Customer under this Agreement for that Deliverable. 11.4 The Customer shall defenddefend and indemnify the Consultant, indemnify its officers, directors, employees, agents, successors and hold harmless Xxxxxxxx assigns against all, claims, demands, actions, proceedings, losses, damages, costs and expenses and costs (including without limitation court costs and all reasonable legal fees) arising in relation to any infringement or alleged infringement of any third party Intellectual Property Rights incurred by the Consultant as a result of carrying out the Services in accordance with designs, specifications or materials (including the Facilities) provided by the Customer or using any other of or in connection with the Customer's use of the Services and/or Documentation, provided that: (a) the Customer is given prompt notice of any such claim; (b) Xxxxxxxx provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (c) the Customer is given sole authority to defend or settle the claimBackground Intellectual Property. 11.2 Xxxxxxxx shall defend, indemnify and hold harmless the Customer, claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Xxxxxxxx is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Xxxxxxxx in the defence and settlement of such claim, at Xxxxxxxx'x expense; and (c) Xxxxxxxx is given sole authority to defend or settle the claim. 11.3 In the defence or settlement of any claim, Xxxxxxxx may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 11.4 In no event shall Xxxxxxxx, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than Xxxxxxxx; or (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Xxxxxxxx; or (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Xxxxxxxx or any appropriate authority. 11.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Xxxxxxxx'x (including Xxxxxxxx’x employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

Intellectual Property Indemnities. 11.1 10.1 The Customer shall defend, indemnify and hold harmless Xxxxxxxx against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's improper use of the Services and/or Documentation, provided that: (a) the Customer is given prompt notice of any such claim; (b) Xxxxxxxx provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (c) the Customer is given sole authority to defend or settle the claim. 11.2 10.2 Xxxxxxxx shall defend, indemnify and hold harmless the Customer, claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Xxxxxxxx is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Xxxxxxxx in the defence and settlement of such claim, at Xxxxxxxx'x expense; and (c) Xxxxxxxx is given sole authority to defend or settle the claim. 11.3 10.3 In the defence or settlement of any claim, Xxxxxxxx may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 11.4 10.4 In no event shall Xxxxxxxx, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than Xxxxxxxx; or (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Xxxxxxxx; or (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Xxxxxxxx or any appropriate authority. 11.5 10.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Xxxxxxxx'x (including Xxxxxxxx’x employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

Intellectual Property Indemnities. 11.1 The Customer shall defend, indemnify and hold harmless Xxxxxxxx against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that: (a) the Customer is given prompt notice of any such claim; (b) Xxxxxxxx provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (c) the Customer is given sole authority to defend or settle the claim. 11.2 Xxxxxxxx shall defend, indemnify and hold harmless the Customer, claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Xxxxxxxx is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Xxxxxxxx in the defence and settlement of such claim, at Xxxxxxxx'x expense; and (c) Xxxxxxxx is given sole authority to defend or settle the claim. 11.3 In the defence or settlement of any claim, Xxxxxxxx may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 11.4 In no event shall Xxxxxxxx, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than Xxxxxxxx; or (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Xxxxxxxx; or (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Xxxxxxxx or any appropriate authority. 11.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Xxxxxxxx'x (including Xxxxxxxx’x includingTunstall’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentialityconfidentiality shall be limited to that as set out in this condition 11.

Intellectual Property Indemnities. 11.1 The Customer shall defend, indemnify and hold harmless Xxxxxxxx against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that: (a) the Customer is given prompt notice of any such claim; (b) Xxxxxxxx Tunstall provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (c) the Customer is given sole authority to defend or settle the claim. 11.2 Xxxxxxxx shall defend, indemnify and hold harmless the Customer, claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Xxxxxxxx is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Xxxxxxxx in the defence and settlement of such claim, at Xxxxxxxx'x expense; and (c) Xxxxxxxx is given sole authority to defend or settle the claim. 11.3 In the defence or settlement of any claim, Xxxxxxxx may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 11.4 In no event shall XxxxxxxxTunstall, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than Xxxxxxxx; or (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Xxxxxxxx; or (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Xxxxxxxx or any appropriate authority. 11.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Xxxxxxxx'x (including Xxxxxxxx’x employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.