Common use of Intellectual Property Indemnity Clause in Contracts

Intellectual Property Indemnity. 11.1 In relation to any Client IPR Claim which comes to its attention the Client shall:- 11.1.1 promptly notify the Supplier of the Client IPR Claim; 11.1.2 procure any authorisation reasonably required for the Supplier to conduct or settle the Client IPR Claim; 11.1.3 provide the Supplier with all reasonable assistance to conduct or settle the Client IPR Claim; and 11.1.4 not admit, compromise or settle any part of the Client IPR Claim without first obtaining the Supplier's written agreement. 11.2 In respect of any Service or Software that is the subject of a Client IPR Claim, the Supplier shall (at no cost to the Client) either:- 11.2.1 procure the right for the Client to continue to use that Service in accordance with this Agreement; or 11.2.2 modify or replace the Service so that it no longer infringes any third party's Intellectual Property Rights provided that in doing so the scope, functionality and performance of the Service is not adversely affected. 11.3 The Client shall:- 11.3.1 indemnify the Supplier against any Liabilities suffered or incurred by or awarded against the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by the Supplier in complying with its duties under Clause 11.4; and 11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost to the Supplier). 11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:- 11.4.1 promptly notify the Client of the Supplier IPR Claim; 11.4.2 procure any authorisation reasonably required for the Client to conduct or settle the Supplier IPR Claim; 11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and 11.4.4 not admit, compromise or settle any part of the Supplier IPR Claim without first obtaining the Client's written agreement. 11.5 This Clause constitutes the Client's exclusive remedy in respect of a Client IPR Claim and the Supplier's exclusive remedy in respect of a Supplier IPR Claim.

Intellectual Property Indemnity. 11.1 In relation 12.1 Subject to the Sections 12.3 and 12.4, We undertake at Our own expense to defend You or, at Our option, to settle any Client IPR Claim which comes to its attention the Client shall:- 11.1.1 promptly notify the Supplier third-party claim or action brought against You alleging that Your use of the Client IPR Services (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 12.2 Subject to Sections 12.3 and 12.4, in the event of an Infringement Claim, We shall, at Our sole option and expense, (i) modify the infringing Services so that they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Services with non-infringing software or services; or (iii) procure a license to enable You to legally continue using the Services. If We do not provide You with one of the options above, We may, at Our sole discretion, terminate Your Order for the affected Services with immediate effect and reimburse You any prepaid Fees covering the remainder of the Subscription Term and terminate Your access and use of the affected Services. 12.3 We shall only be liable for any Infringement Claim provided You: 12.3.1 provide Us with prompt written notice of the Infringement Claim; 11.1.2 procure 12.3.2 do not enter into any authorisation reasonably required for settlement of the Supplier Infringement Claim without Our prior written consent; and do not undertake any other action in response to conduct or settle any Infringement Claim that is prejudicial to Our rights; 12.3.3 permit Us to exclusively control the Client IPR defence, negotiations and any settlement of the Infringement Claim; 11.1.3 12.3.4 provide Us with reasonable information and assistance for the Supplier with all reasonable assistance to conduct or settle the Client IPR Infringement Claim; and 11.1.4 12.3.5 use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 12.4 We shall not admit, compromise be liable to You for Infringement Claims where the infringement is caused by: 12.4.1 unauthorized changes You have made or settle any part that have been made on Your behalf to the Services or output thereof; 12.4.2 Your use of the Client IPR Claim without first obtaining Services or output thereof outside the Supplier's written agreement. 11.2 In respect scope of any Service or Software that is the subject of a Client IPR ClaimAgreement, Your Subscription, the Supplier shall (at no cost to applicable Order or the Client) either:- 11.2.1 procure the right for the Client to continue to use that Service in accordance with this AgreementDocumentation; or 11.2.2 modify 12.4.3 an allegation that the Cloud Service consist of a function, system or replace method that utilizes generic process mining functionality that is not unique to the Cloud Service so that it no longer infringes any third party's Intellectual Property Rights provided that in doing so and the scope, functionality and performance allegations of the Service is Infringement Claim do not adversely affectedidentify or relate to the commercially unique aspects of the Cloud Service. 11.3 The Client shall:- 11.3.1 indemnify the Supplier against any Liabilities suffered or incurred by or awarded against the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by the Supplier in complying with its duties under Clause 11.4; and 11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost to the Supplier). 11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:- 11.4.1 promptly notify the Client of the Supplier IPR Claim; 11.4.2 procure any authorisation reasonably required for the Client to conduct or settle the Supplier IPR Claim; 11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and 11.4.4 not admit, compromise or settle any part of the Supplier IPR Claim without first obtaining the Client's written agreement. 11.5 12.5 This Clause Section constitutes the Client's Your exclusive remedy and Our entire liability in respect of a Client IPR Claim and the Supplier's exclusive remedy in respect of a Supplier IPR ClaimInfringement Claims.

Intellectual Property Indemnity. 11.1 In relation to 16.1 Ciphr will indemnify and hold the Customer harmless against all losses, liabilities, costs (including legal costs on an indemnity basis) and expenses arising out of or in connection with any Client IPR Claim which comes to its attention claim made by a third party under English law that the Client shall:- 11.1.1 promptly notify use by the Supplier Customer or a Customer User of the Client IPR ClaimSoftware infringes, any third party Intellectual Property provided that the Customer: 16.1.1 shall notify Ciphr in writing without undue delay and providing reasonable details of such action or claim, as soon as they become aware of it; 11.1.2 procure any authorisation reasonably required 16.1.2 allows Ciphr to have exclusive conduct (at Ciphr’S expense) of the defence of such action or claim and/or negotiations for the Supplier to conduct a settlement or settle the Client IPR Claim; 11.1.3 provide the Supplier with all reasonable assistance to conduct or settle the Client IPR Claimcompromise; and 11.1.4 not admit16.1.3 shall give Ciphr (at the reasonable expense of Ciphr) all reasonably necessary assistance as and when requested by Ciphr in the defence settlement or compromise of such action or claim. 16.2 Ciphr shall have no liability to defend any action or claim or indemnify the Customer in connection with any IPR Infringement to the extent the same arises from: 16.2.1 the combination, compromise connection, operation or settle any part use of the Client IPR Claim without first obtaining Software with any other software hardware or materials not supplied or approved for such combination connection operation or use by Ciphr; 16.2.2 any breach of the Supplier's written agreementCustomer’s obligations under this Agreement. 11.2 16.3 Where a court grants a final injunction in connection with an IPR Infringement which prevents the Customer’s use of the Software Ciphr shall be entitled at its own expense and option to: 16.3.1 procure for the Customer the right to continue using the Software; 16.3.2 modify the Software so that the same is no longer an IPR Infringement without material diminution in software functionality; 16.3.3 replace the Software with software which is not an IPR Infringement provided that such replacement does not entail a material diminution in software functionality. 16.4 In respect the event that Ciphr is unable to exercise one of the options set out in clause 16.3 within a reasonable time from the date it receives notice of the said injunction duly served on the Customer then Ciphr shall at its own expense and in full and final settlement of any Service or Software that is claim the subject of a Client IPR Claim, the Supplier shall (at no cost Customer may have against Ciphr in addition to the Client) either:- 11.2.1 procure Indemnity provided by this clause, terminate the right for the Client to continue to use that SaaS Service in accordance connection with this Agreement; or 11.2.2 modify the Software and refund any Subscription Fee or replace other fees and charges pre-paid by the Service so that it no longer infringes any third party's Intellectual Property Rights provided that Customer in doing so connection with such SaaS service with the scope, functionality Subscription Fee to be refunded on a pro-rata basis from the date the said injunction is effective and performance final to the end of the Service is not adversely affected. 11.3 The Client shall:- 11.3.1 indemnify the Supplier against any Liabilities suffered or incurred by or awarded against the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by the Supplier in complying with its duties under Clause 11.4; and 11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost to the Supplier). 11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:- 11.4.1 promptly notify the Client of the Supplier IPR Claim; 11.4.2 procure any authorisation reasonably required for the Client to conduct or settle the Supplier IPR Claim; 11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and 11.4.4 not admit, compromise or settle any part of the Supplier IPR Claim without first obtaining the Client's written agreement. 11.5 This Clause constitutes the Client's exclusive remedy Subscription Period in respect of a Client IPR Claim which such fee has been paid and the Supplier's exclusive remedy in respect of a Supplier IPR Claimreceived by Xxxxx.

Intellectual Property Indemnity. 11.1 In relation 8.1. Subject to the limitations set forth in this Section 8 Diamanti shall defend or, at its option, settle any Client IPR Claim which comes claim or action against Customer and hold Customer harmless from any and all liabilities, damages, expenses, settlements and costs (including reasonable attorneys’ fees) finally awarded against Customer or reached in a settlement by Diamanti on Customer’s behalf, arising from or occurring as a result of any third party claim or action alleging that the Software on Equipment infringes any United States patent or copyright. 8.2. Diamanti’s obligation to its attention the Client shall:- 11.1.1 indemnify Customer under this Section 8 shall be subject to Customer: (i) promptly notify the Supplier notifying Diamanti in writing of first learning of the Client IPR Claim; 11.1.2 procure any authorisation reasonably required for claim or action giving rise to the Supplier to conduct indemnity; (ii) providing Diamanti with sole and exclusive control over the defense and/or settlement of such action or settle the Client IPR Claim; 11.1.3 provide the Supplier claim; and (iii) providing Diamanti with all proper and full information and reasonable assistance to conduct or settle the Client IPR Claim; and 11.1.4 not admit, compromise or defend and/or settle any part such claim or action. Diamanti shall not be responsible for indemnifying Customer with respect to costs incurred, or amounts paid in any settlement, unless Diamanti approved such costs or settlements in advance. 8.3. Diamanti will have no liability under this Section 8 for any claim or action where such claim or action results from (i) combination, operation or use of the Client IPR Claim without first obtaining Software with hardware or software other than the Supplier's written agreementEquipment with which it was installed; (ii) modification of the Software or Equipment unless such modification was made or authorized by Diamanti; or (iii) compliance with Customer’s designs, specifications or instructions. Notwithstanding anything to the contrary, Diamanti shall not be liable for any claim based on Customer’s use of the Software after Diamanti has informed Customer of modifications of the Software or Equipment required to avoid such claims and offered to implement those modifications, if such claim would have been avoided by implementation of Diamanti’s suggestions. 11.2 In respect of any Service 8.4. If the Software becomes or Software that is likely to become the subject of a Client IPR Claiman infringement claim or action, the Supplier shall Diamanti may at its sole option: (i) procure, at no cost to the Client) either:- 11.2.1 procure Customer, the right for the Client to continue using the Software; (ii) replace or modify the Software to use that Service render it/them non-infringing; or (iii) if, in accordance Diamanti’s reasonable opinion, neither (i) nor (ii) above are commercially feasible, immediately terminate Diamanti’s obligations (and Customer’s rights) under this Agreement with this Agreement; or 11.2.2 modify regard to such Software, and, if Customer returns or replace destroys such Software, refund to Customer the Service so that it no longer infringes any third party's Intellectual Property Rights provided that in doing so the scope, functionality and performance of the Service is not adversely affectedprice originally paid by Customer to Diamanti for such Software as depreciated or amortized by an equal annual amount over three (3) years. 11.3 The Client shall:- 11.3.1 indemnify the Supplier against any Liabilities suffered or incurred by or awarded against the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by the Supplier in complying with its duties under Clause 11.4; and 11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost to the Supplier)8.5. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF DIAMANTI AND THE EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF PATENTS OR COPYRIGHTS, BY THE SOFTWARE. 11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:- 11.4.1 promptly notify the Client of the Supplier IPR Claim; 11.4.2 procure any authorisation reasonably required for the Client to conduct or settle the Supplier IPR Claim; 11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and 11.4.4 not admit, compromise or settle any part of the Supplier IPR Claim without first obtaining the Client's written agreement. 11.5 This Clause constitutes the Client's exclusive remedy in respect of a Client IPR Claim and the Supplier's exclusive remedy in respect of a Supplier IPR Claim.

Intellectual Property Indemnity. 11.1 In 10.1. The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including court costs and reasonable legal fees) suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with use of the Deliverables, or receipt of the benefit of the Services, provided that, if any third party makes a claim, or notifies an intention to make a claim, against the Customer which may reasonably be considered likely to give rise to a liability under this indemnity (“Claim”), the Customer:‌ 10.1.1. As soon as reasonably practicable, gives written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail; 10.1.2. Does not make any admission of liability, agreement or compromise in relation to any Client IPR the Claim which comes without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed); 10.1.3. Gives the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its attention premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the Client shall:- 11.1.1 promptly notify power or control of the Customer, so as to enable the Supplier of the Client IPR Claim;and its professional advisers to examine them and to take copies (at 11.1.2 procure any authorisation reasonably required for 10.1.4. Subject to the Supplier providing security to conduct the Customer to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or settle the Client IPR Claim; 11.1.3 provide losses which may be incurred, takes such action as the Supplier with all reasonable assistance may reasonably request to conduct or settle the Client IPR Claim; and 11.1.4 not admitavoid, dispute, compromise or settle any part of defend the Client IPR Claim without first obtaining the Supplier's written agreementClaim. 11.2 In respect of any Service or Software that is the subject of a Client IPR Claim10.2. Without prejudice to clause 10.1, the Supplier shall not in any circumstances have any liability for any claim of infringement of Intellectual Property Rights; 10.2.1. Caused or contributed to by the Customer's use of the Deliverables or the Services (at no cost to as the Clientcase may be) either:-in combination with software not supplied or approved in writing by the Supplier (other than the operating system of any computer hardware, provided that the Supplier was notified in writing of the identity of this operating system before this agreement was entered into); 11.2.1 procure 10.2.2. Based on use of any version of the right for software other than the Client to continue to latest version supplied by the Supplier, if such claim could have been avoided by the use that Service in accordance with this Agreementof such supplied version; or 11.2.2 modify or replace 10.2.3. Where the Service so that it no longer infringes any third party's Intellectual Property Rights provided that in doing so the scope, functionality and performance of the Service is not adversely affected. 11.3 The Client shall:- 11.3.1 indemnify the Supplier against any Liabilities suffered or incurred by or awarded against the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by the Supplier in complying with its duties under Clause 11.4; and 11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost to the Supplier). 11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:- 11.4.1 promptly notify the Client of the Supplier IPR Claim; 11.4.2 procure any authorisation reasonably required claim for the Client to conduct or settle the Supplier IPR Claim; 11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and 11.4.4 not admit, compromise or settle any part of the Supplier IPR Claim without first obtaining the Client's written agreement. 11.5 This Clause constitutes the Client's exclusive remedy infringement arises in respect of a Client feature of the software which was specified by the Customer in the specification. 10.3. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Supplier Background IPR in breach of the Contract, provided that: 10.3.1. The Customer is given prompt notice of any such claim; 10.3.2. The Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and 10.3.3. The Customer is given sole authority to defend or settle the claim. 10.4. If a Claim is brought or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may at its own expense ensure that the Customer is still able to use the Deliverable(s) by either: 10.4.1. modifying any and all of the Supplier's exclusive remedy provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the alleged infringement, provided that these Terms shall apply in respect of the same way and to the same extent to such modified or substituted services; or 10.4.2. procuring a Supplier IPR Claimlicence or permission to use the Deliverables on terms which are acceptable to the Client, such acceptance not to be unreasonably withheld.

Intellectual Property Indemnity. 11.1 In relation to 16.1 Ciphr will indemnify and hold the Customer harmless against all losses, liabilities, costs (including legal costs on an indemnity basis) and expenses arising out of or in connection with any Client IPR Claim which comes to its attention claim made by a third party under English law that the Client shall:- 11.1.1 promptly notify use by the Supplier Customer or a Customer User of the Client IPR ClaimSoftware infringes, any third party Intellectual Property provided that the Customer: 16.1.1 shall notify Ciphr in writing without undue delay and providing reasonable details of such action or claim, as soon as they become aware of it; 11.1.2 procure any authorisation reasonably required 16.1.2 allows Ciphr to have exclusive conduct (at Ciphr’S expense) of the defence of such action or claim and/or negotiations for the Supplier to conduct a settlement or settle the Client IPR Claim; 11.1.3 provide the Supplier with all reasonable assistance to conduct or settle the Client IPR Claimcompromise; and 11.1.4 16.1.3 shall give Ciphr (at the reasonable expense of Ciphr) all reasonably necessary assistance as and when requested by Ciphr in the defence settlement or compromise of such action or claim. 16.2 Ciphr shall have no liability to defend any action or claim or indemnify the Customer in connection with any IPR Infringement to the extent the same arises from: 16.2.1 the combination, connection, operation or use of the Software with any other software hardware or materials not admitsupplied or approved for such combination connection operation or use by Ciphr; 16.2.2 any breach of the Customer’s obligations under this Agreement. 16.3 Where a court grants a final injunction in connection with an IPR Infringement which prevents the Customer’s use of the Software Ciphr shall be entitled at its own expense and option to: 16.3.1 procure for the Customer the right to continue using the Software; 16.3.2 modify the Software so that the same is no longer an IPR Infringement without material diminution in software functionality; 16.3.3 replace the Software with software which is not an IPR Infringement provided that such replacement does not entail a material diminution in software functionality. 16.4 In the event that Ciphr is unable to exercise one of the options set out in clause 16.3 within a reasonable time from the date it receives notice of the said injunction duly served on the Customer then Ciphr shall at its own expense and in full and final settlement of any claim the Customer may have against Ciphr in addition to the Indemnity provided by this clause, compromise terminate the SaaS Service in connection with the Software and refund any Subscription Fee or settle any other fees and charges pre-paid by the Customer in connection with such SaaS service with the Subscription Fee to be refunded on a pro-rata basis from the date the said injunction is effective and final to the end of the Subscription Period in respect of which such fee has been paid and received by Xxxxx. v31-v4-20240425 Ciphr Limited - Registered in England No: 04616229 | VAT Registration No: 242 6611 24 Registered Office: 0xx Xxxxx, 00 Xxxxxxxx Xxxxxx, Reading, RG1 1PW Tel: +00 (0)0000 000000 | xxxxx.xxx Unless otherwise defined, capitalised terms shall have the meaning given to them in the SaaS Agreement. Priorities shall be assessed for all Incidents logged with Ciphr and a priority will be allocated by Ciphr using its reasonable discretion after consultation with the Customer in accordance with the following table Priority Description 1. Critical Incidents causing entire System Environment to be inoperable or inaccessible to all Customer Users 2. Urgent Incidents causing severe performance degradation or a key business function or a material part of the Client IPR Claim without first obtaining System Environment to be inoperable or inaccessible to all Customer Users. Will include situations where Customer Users can continue a business function or operation but with difficulty and the Supplier's written agreement.impact will or may become more significant within a short time. Target response/resolution times during Working Hours Response – 30 minutes Resolution – 3 hours Response – 2 hours Resolution – 1 Working Day 11.2 In respect 3. Fairly Urgent Incidents causing inconvenient or inefficient operation of any Service business functions or Software that is the subject of a Client IPR Claim, the Supplier shall (at no cost to the Client) either:- 11.2.1 procure the right for the Client to continue to use that Service in accordance with this Agreement; or 11.2.2 modify or replace the Service so that it no longer infringes any third party's Intellectual Property Rights provided that in doing so the scope, functionality and performance of the Service is not adversely affected. 11.3 The Client shall:- 11.3.1 indemnify the Supplier against any Liabilities suffered or incurred by or awarded against the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by the Supplier in complying with its duties under Clause 11.4; and 11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost to the Supplier). 11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:- 11.4.1 promptly notify the Client of the Supplier IPR Claim; 11.4.2 procure any authorisation reasonably required for the Client to conduct or settle the Supplier IPR Claim; 11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and 11.4.4 not admit, compromise or settle any minor part of the Supplier IPR Claim without first obtaining System Environment to be inoperable or inaccessible to all Customer Users or data errors. Response – 1 Working Day Resolution – 3 Working Days 4. Not Urgent All other Incidents. Response – 2 Working Days Resolution – next general fix, update or release v31-v4-20240425 Ciphr Limited - Registered in England No: 04616229 | VAT Registration No: 242 6611 24 Registered Office: 0xx Xxxxx, 00 Xxxxxxxx Xxxxxx, Reading, RG1 1PW Tel: +00 (0)0000 000000 | xxxxx.xxx Unless otherwise defined, capitalised terms shall have the Client's written agreementmeaning given to them in the SaaS Agreement. 11.5 This Clause constitutes the Client's exclusive remedy in respect of a Client IPR Claim and the Supplier's exclusive remedy in respect of a Supplier IPR Claim.

Intellectual Property Indemnity. 11.1 In relation 13.1 The Seller will indemnify and hold harmless the Buyer against any damages that may be awarded or agreed to be paid to any Client IPR Claim which comes to its attention the Client shall:- 11.1.1 promptly notify the Supplier of the Client IPR Claim; 11.1.2 procure any authorisation reasonably required for the Supplier to conduct or settle the Client IPR Claim; 11.1.3 provide the Supplier with all reasonable assistance to conduct or settle the Client IPR Claim; and 11.1.4 not admit, compromise or settle any part of the Client IPR Claim without first obtaining the Supplier's written agreement. 11.2 In third party in respect of any Service claim or Software action that is the subject normal operation possession or use of a Client IPR Claim, the Supplier shall Licensed Program and/or the User Manual infringes the patent copyright registered design or trade mark rights of the said third party (at no cost "Intellectual Property Infringement") provided that the Buyer: a) gives notice to the ClientSeller of the alleged Intellectual Property Infringement forthwith; b) either:-gives the Seller the sole conduct of the defence to any such claim or action and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except on the express instructions of the Seller; 11.2.1 c) acts in accordance with the reasonable instructions of the Seller and gives the Seller such assistance as it shall reasonably require. 13.2 The Seller shall reimburse the Buyer's reasonable expenses in complying with clause 13.1. 13.3 The Seller shall have no liability to the Buyer in respect of an Intellectual Property Infringement, which results from any breach by the Buyer of the Agreement. 13.4 In the event of an Intellectual Property Infringement the Seller may at its discretion and expense either: a) procure the right for the Client to continue Buyer to use that Service in accordance with this Agreementthe Licensed Program and/or the User Manual; or 11.2.2 modify b) make such alterations to the Licensed Program and/or the User Manual as may be necessary provided that such alterations do not materially diminish their performance or function; c) replace the Service so that it no longer infringes Licensed Program and/or the User Manual with a non-infringing substitute with materially the same performance and function. 13.5 If the Seller is in its reasonable judgement unable to exercise any third party's Intellectual Property Rights provided that in doing so the scope, functionality and performance of the Service is not adversely affected. 11.3 The Client shall:- 11.3.1 indemnify options set out at clause 13.4 then either party shall be entitled to terminate the Supplier against any Liabilities suffered or incurred by or awarded against the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by the Supplier in complying with its duties under Clause 11.4; and 11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost Agreement on 14 days notice to the Supplier)other. 11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:- 11.4.1 promptly notify the Client of the Supplier IPR Claim; 11.4.2 procure any authorisation reasonably required for the Client to conduct or settle the Supplier IPR Claim; 11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and 11.4.4 not admit, compromise or settle any part of the Supplier IPR Claim without first obtaining the Client's written agreement. 11.5 This Clause constitutes the Client's exclusive remedy in respect of a Client IPR Claim and the Supplier's exclusive remedy in respect of a Supplier IPR Claim.

Intellectual Property Indemnity. 11.1 In relation 10.1 The Licensor will indemnify and hold harmless the Licensee against all damages (including costs) that may be awarded or agreed to be paid to any Client IPR Claim which comes to its attention the Client shall:- 11.1.1 promptly notify the Supplier of the Client IPR Claim; 11.1.2 procure any authorisation reasonably required for the Supplier to conduct or settle the Client IPR Claim; 11.1.3 provide the Supplier with all reasonable assistance to conduct or settle the Client IPR Claim; and 11.1.4 not admit, compromise or settle any part of the Client IPR Claim without first obtaining the Supplier's written agreement. 11.2 In third party in respect of any Service claim or Software action that is the subject normal operation process or use of a Client IPR Claim, the Supplier shall (at no cost to System and/or System Documentation by the Client) either:- 11.2.1 procure Licensee or the right for the Client to continue to use that Service in accordance with this Agreement; or 11.2.2 modify or replace the Service so that it no longer infringes Licensee's customers represents an infringement against any third party's Intellectual Property Rights ("Intellectual Property Infringement") provided that in doing so the scope, functionality and performance Licensee:- 10.1.1 Gives notice to the Licensor of any Intellectual Property Infringement forthwith upon becoming aware of the Service is same; 10.1.2 Gives the Licensor the sole conduct of the defence of any claim or action in respect to the Intellectual Property Infringement and does not adversely affected. 11.3 The Client shall:- 11.3.1 indemnify at any time admit liability or otherwise attempt to settle or compromise the Supplier against any Liabilities suffered said claim or incurred by or awarded against action except upon the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by express instructions of the Supplier in complying with its duties under Clause 11.4Licensor; and 11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost 10.1.3 Acts in accordance with the reasonable instructions of the Licensor and gives to the Supplier). 11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:- 11.4.1 promptly notify the Client of the Supplier IPR Claim; 11.4.2 procure any authorisation Licensor such assistance as it shall reasonably required for the Client to conduct or settle the Supplier IPR Claim; 11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and 11.4.4 not admit, compromise or settle any part of the Supplier IPR Claim without first obtaining the Client's written agreement. 11.5 This Clause constitutes the Client's exclusive remedy require in respect of a Client IPR Claim the conduct of the claim or action including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the Supplier's exclusive remedy provision of all relevant documents. 10.2 The Licensor shall reimburse the Licensee its reasonable costs incurred in compliance with the provisions of clause 10.1. 10.3 The Licensor shall have no liability to the Licensee in respect of an Intellectual Property Infringement if the same arises out of or in connection with any breach of the Licensees obligations under this Agreement. 10.4 In the event of an Intellectual Property Infringement the Licensor shall be entitled at its own expense and option either to:- 10.4.1 Procure the right for the Licensee and/or the Licensee's customer to continue using the System and/or the System Documentation; or 10.4.2 Make such alterations modifications or adjustments to the System and/or the System Documentation so that they become non-infringing without incurring a Supplier IPR Claimmaterial diminution in the performance or function thereof; or 10.4.3 Replace the System and/or Documentation with non-infringing substitutes provided that such substitutes do not entail material diminution in performance or function thereof. 10.5 If the Licensor in its reasonable judgment is not able to exercise any of the options set out above within 90 days of the date it received notice of the Intellectual Property Infringement the Licensee shall without prejudice to any other rights or remedies it may have hereunder or at law be entitled to terminate this Agreement whereupon all payments made by the Licensee to the Licensor for the Licence Fees and Royalties shall become immediately repayable by the Licensor to the Licensee.

Intellectual Property Indemnity. 11.1 In 10.1. The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including court costs and reasonable legal fees) suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with use of the Deliverables, or receipt of the benefit of the Services, provided that, if any third party makes a claim, or notifies an intention to make a claim, against the Customer which may reasonably be considered likely to give rise to a liability under this indemnity (“Claim”), the Customer:‌ 10.1.1. As soon as reasonably practicable, gives written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail; 10.1.2. Does not make any admission of liability, agreement or compromise in relation to any Client IPR the Claim which comes without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed); 10.1.3. Gives the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its attention premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the Client shall:- 11.1.1 promptly notify power or control of the Customer, so as to enable the Supplier of the Client IPR Claim;and its professional advisers to examine them and to take copies (at 11.1.2 procure any authorisation reasonably required for 10.1.4. Subject to the Supplier providing security to conduct the Customer to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or settle the Client IPR Claim; 11.1.3 provide losses which may be incurred, takes such action as the Supplier with all reasonable assistance may reasonably request to conduct or settle the Client IPR Claim; and 11.1.4 not admitavoid, dispute, compromise or settle any part of defend the Client IPR Claim without first obtaining the Supplier's written agreementClaim. 11.2 In respect of any Service or Software that is the subject of a Client IPR Claim10.2. Without prejudice to clause 10.1, the Supplier shall not in any circumstances have any liability for any claim of infringement of Intellectual Property Rights; 10.2.1. Caused or contributed to by the Customer's use of the Deliverables or the Services (at no cost to as the Clientcase may be) either:-in combination with software not supplied or approved in writing by the Supplier (other than the operating system of any computer hardware, provided that the Supplier was notified in writing of the identity of this operating system before this agreement was entered into); 11.2.1 procure 10.2.2. Based on use of any version of the right for software other than the Client to continue to latest version supplied by the Supplier, if such claim could have been avoided by the use that Service in accordance with this Agreementof such supplied version; or 11.2.2 modify or replace 10.2.3. Where the Service so that it no longer infringes any third party's Intellectual Property Rights provided that in doing so the scope, functionality and performance of the Service is not adversely affected. 11.3 The Client shall:- 11.3.1 indemnify the Supplier against any Liabilities suffered or incurred by or awarded against the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by the Supplier in complying with its duties under Clause 11.4; and 11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost to the Supplier). 11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:- 11.4.1 promptly notify the Client of the Supplier IPR Claim; 11.4.2 procure any authorisation reasonably required claim for the Client to conduct or settle the Supplier IPR Claim; 11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and 11.4.4 not admit, compromise or settle any part of the Supplier IPR Claim without first obtaining the Client's written agreement. 11.5 This Clause constitutes the Client's exclusive remedy infringement arises in respect of a Client feature of the software which was specified by the Customer in the specification. 10.3. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Supplier Background IPR in breach of the Contract, provided that: 10.3.1. The Customer is given prompt notice of any such claim; 10.3.2. The Supplier provides reasonable co-operation to the Customer in the defence and settlement 10.3.3. The Customer is given sole authority to defend or settle the claim. 10.4. If a Claim is brought or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may at its own expense ensure that the Customer is still able to use the Deliverable(s) by either: 10.4.1. modifying any and all of the Supplier's exclusive remedy provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the alleged infringement, provided that these Terms shall apply in respect of the same way and to the same extent to such modified or substituted services; or 10.4.2. procuring a Supplier IPR Claimlicence or permission to use the Deliverables on terms which are acceptable to the Client, such acceptance not to be unreasonably withheld.