Common use of Intellectual Property Right Indemnity Clause in Contracts

Intellectual Property Right Indemnity. ‌ 8.1 The Supplier shall defend, hold harmless and indemnify Sport England, its respective officers, directors, employees agents and sub-contractors against all Claims resulting from, arising out of, or in any way connected with its use or possession of the Services, Goods, Deliverables, Custom Materials and/or Non-Custom Materials or any part of the same provided by the Supplier in accordance with the Contract where such possession or use infringes or is alleged to infringe any IPR or contractual rights of any third party or breaches or is alleged to breach any statute or statutory obligation or constitutes or is alleged to constitute a tort actionable by a third party.‌ 8.2 In the event that Sport England becomes actually aware of a Claim of the type described in Clause 8.1, the parties shall act in accordance with the provisions of Clause 13.2. 8.3 In the event that Sport England’s use of the Services, Custom Materials or the Deliverables or any part of the Services, Custom Materials or the Deliverables in accordance with the Contract infringes the IPR or contractual rights of a third party or breaches any statute or statutory obligation or constitutes a tort upon a third party, the Supplier shall, at its own expense:‌ 8.3.1 procure the right for Sport England to continue using the Services, Custom Materials or Deliverables or any part of the same; 8.3.2 make or procure on Sport England’s behalf such alterations, modifications, adjustments or substitutions to all or any part or parts of Services, Custom Materials or Deliverables that the same become non-infringing without incurring a diminution in performance or function; or 8.3.3 substitute a non-infringing version of the infringing Services, Custom Materials or Deliverables or the relevant infringing part of the same with versions of equal or better performance as determined by Sport England in its sole discretion. 8.4 Notwithstanding other rights and remedies available to Sport England, in the event that the Supplier is unable to provide any of the alternatives set out in Clause 8.3 within a reasonable time, Sport England may, at its sole option, terminate the Contract immediately whereby the Supplier shall promptly refund to Sport England any prepaid charges or fees relating to the same.

Intellectual Property Right Indemnity. ‌ 8.1 The Supplier shall defend, hold harmless and indemnify Sport England, its respective officers, directors, employees agents and sub-contractors against all Claims resulting from, arising out of, or in any way connected with its use or possession of the Services, Goods, Deliverables, Custom Materials and/or Non-Deliverables or Custom Materials or any part of the same provided by the Supplier in accordance with the Contract where such possession or use infringes or is alleged to infringe any IPR or contractual rights of any third party or breaches or is alleged to breach any statute or statutory obligation or constitutes or is alleged to constitute a tort actionable by a third party.‌party. 8.2 In the event that Sport England becomes actually aware of a Claim of the type described in Clause 8.1, the parties shall act in accordance with the provisions of Clause 13.2. 8.3 In the event that Sport England’s use of the Services, Custom Materials or the Deliverables or any part of the Services, Custom Materials or the Deliverables in accordance with the Contract infringes the IPR or contractual rights of a third party or breaches any statute or statutory obligation or constitutes a tort upon a third party, the Supplier shall, at its own expense:‌expense: 8.3.1 procure the right for Sport England to continue using the Services, Custom Materials or Deliverables or any part of the same; 8.3.2 make or procure on Sport England’s behalf such alterations, modifications, adjustments or substitutions to all or any part or parts of Services, Custom Materials or Deliverables that the same become non-infringing without incurring a diminution in performance or function; or 8.3.3 substitute a non-infringing version of the infringing Services, Custom Materials or Deliverables or the relevant infringing part of the same with versions of equal or better performance as determined by Sport England in its sole discretion. 8.4 Notwithstanding other rights and remedies available to Sport England, in the event that the Supplier is unable to provide any of the alternatives set out in Clause 8.3 within a reasonable time, Sport England may, at its sole option, terminate the Contract immediately whereby the Supplier shall promptly refund to Sport England any prepaid charges or fees relating to the same.

Intellectual Property Right Indemnity. ‌ 8.1 The Supplier shall defend, hold harmless and indemnify Sport England, its respective officers, directors, employees agents and sub-contractors against all Claims resulting from, arising out of, or in any way connected with its use or possession of the Services, Goods, Deliverables, Custom Materials and/or Non-Custom Materials or any part of the same provided by the Supplier in accordance with the Contract where such possession or use infringes or is alleged to infringe any IPR or contractual rights of any third party or breaches or is alleged to breach any statute or statutory obligation or constitutes or is alleged to constitute a tort actionable by a third party.‌party. 8.2 In the event that Sport England becomes actually aware of a Claim of the type described in Clause 8.1, the parties shall act in accordance with the provisions of Clause 13.2. 8.3 In the event that Sport England’s use of the Services, Custom Materials or the Deliverables or any part of the Services, Custom Materials or the Deliverables in accordance with the Contract infringes the IPR or contractual rights of a third party or breaches any statute or statutory obligation or constitutes a tort upon a third party, the Supplier shall, at its own expense:‌expense: 8.3.1 procure the right for Sport England to continue using the Services, Custom Materials or Deliverables or any part of the same; 8.3.2 make or procure on Sport England’s behalf such alterations, modifications, adjustments or substitutions to all or any part or parts of Services, Custom Materials or Deliverables that the same become non-infringing without incurring a diminution in performance or function; or 8.3.3 substitute a non-infringing version of the infringing Services, Custom Materials or Deliverables or the relevant infringing part of the same with versions of equal or better performance as determined by Sport England in its sole discretion. 8.4 Notwithstanding other rights and remedies available to Sport England, in the event that the Supplier is unable to provide any of the alternatives set out in Clause 8.3 within a reasonable time, Sport England may, at its sole option, terminate the Contract immediately whereby the Supplier shall promptly refund to Sport England any prepaid charges or fees relating to the same.

Intellectual Property Right Indemnity. ‌ 8.1 The Supplier shall defend, hold harmless and indemnify Sport England, its respective officers, directors, employees agents and sub-contractors against all Claims resulting from, arising out of, or in any way connected with its use or possession of the Services, Goods, Deliverables, Custom Materials and/or Non-Deliverables or Custom Materials or any part of the same provided by the Supplier in accordance with the Contract where such possession or use infringes or is alleged to infringe any IPR or contractual rights of any third party or breaches or is alleged to breach any statute or statutory obligation or constitutes or is alleged to constitute a tort actionable by a third party.‌party. 8.2 In the event that Sport England becomes actually aware of a Claim of the type described in Clause 8.1, the parties shall act in accordance with the provisions of Clause 13.212.2. 8.3 In the event that Sport England’s use of the Services, Custom Materials or the Deliverables or any part of the Services, Custom Materials or the Deliverables in accordance with the Contract infringes the IPR or contractual rights of a third party or breaches any statute or statutory obligation or constitutes a tort upon a third party, the Supplier shall, at its own expense:‌expense: 8.3.1 procure the right for Sport England to continue using the Services, Custom Materials or Deliverables or any part of the same; 8.3.2 make or procure on Sport England’s behalf such alterations, modifications, adjustments or substitutions to all or any part or parts of Services, Custom Materials or Deliverables that the same become non-infringing without incurring a diminution in performance or function; or 8.3.3 substitute a non-infringing version of the infringing Services, Custom Materials or Deliverables or the relevant infringing part of the same with versions of equal or better performance as determined by Sport England in its sole discretion. 8.4 Notwithstanding other rights and remedies available to Sport England, in the event that the Supplier is unable to provide any of the alternatives set out in Clause 8.3 within a reasonable time, Sport England may, at its sole option, terminate the Contract immediately whereby the Supplier shall promptly refund to Sport England any prepaid charges or fees relating to the same.