INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. 42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.
Appears in 41 contracts
Samples: Framework Agreement, Framework Agreement for the Supply of Locum Doctors, Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY.
42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's ’s Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Goods and Services and the performance of the Supplier's ’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 With respect to the Supplier's Suppliers obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Subject to 42.8 the Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Goods and Services (or any parts thereof); and
42.4.2 performance of the Supplier's ’s responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and Services (or any deliverables or parts thereof) and/or the performance of the Supplier's ’s responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses Clause 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 modify any or all of the affected Goods and Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected ServicesGoods and Services , so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies Customers to a Call-Off Contract; or
42.6.2 procure a licence to use the Goods and Services on terms that are reasonably acceptable to the Authority and Authority; and
42.6.3 in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and;
42.7 42.6.4 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s Government Procurement Service logo exclusively in connection with the provision of the Goods and Services during the Term and for no other purpose.
42.7 The Supplier hereby licenses the Authority for the Term on a royalty-free basis to use, copy and publish (electronically and in hard copy formats) the information in the Catalogue provided by the Supplier. All Intellectual Property Rights in such information (except insofar as such information derives from material provided by the Authority) shall remain in the Supplier.
42.8 The Supplier Shall not be responsible for any claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract.
Appears in 16 contracts
Samples: It Hardware and Solutions Framework Agreement, Framework Agreement, Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 33.1. Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 33.2. The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 33.3. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 33.3.1. it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Call Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;; and
42.3.2 33.3.2. it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Authority’s Confidential Information (held in electronic form (form) owned by or under the control of, or used by by, the Authority and/or Other Contracting Bodies;.
42.4 33.4. The Supplier shall during and after the Term of this Framework Agreement Period indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 33.4.1. availability, provision or use of the Services (or any parts thereof); and
42.4.2 33.4.2. performance of the Supplier's responsibilities and obligations hereunder.
42.5 33.5. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 33.6. If a claim or demand is made or action brought to alleging matters which Clauses 42.3 and/or 42.4 may applyif proved would constitute a breach of this Clause 33, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either:
42.6.1 33.6.1. modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Call Off Contract; or
42.6.2 33.6.2. procure a licence to use the Services on terms that are reasonably acceptable to the Authority and Authority; and
33.6.3. in relation to the performance of the Supplier’s 's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and.
42.7 33.7. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term Framework Period and for no other purpose.
Appears in 16 contracts
Samples: Events Planning, Delivery and Related Services Framework Agreement, Events Planning, Delivery and Related Services Framework Agreement, Events Planning, Delivery and Related Services Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 38.1. Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 38.2. The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 38.3. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 38.3.1. it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Call Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;; and
42.3.2 38.3.2. it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (form) owned by or under the control of, or used by by, the Authority and/or Other Contracting Bodies;.
42.4 38.4. The Supplier shall during and after the Framework Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 38.4.1. availability, provision or use of the Goods and/or Services (or any parts thereof); and
42.4.2 38.4.2. performance of the Supplier's responsibilities and obligations hereunder.
42.5 38.5. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 38.6. If a claim or demand is made or action brought to alleging matters which Clauses 42.3 and/or 42.4 may applyif proved would constitute a breach of this Clause 38, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either:
42.6.1 38.6.1. modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies to a Call-Call Off ContractAgreement; or
42.6.2 38.6.2. procure a licence to use the Goods and/or Services on terms that are reasonably acceptable to the Authority and Authority; and
38.6.3. in relation to the performance of the Supplier’s 's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and.
42.7 38.7. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term and for no other purpose.
Appears in 15 contracts
Samples: Liquid Fuels Framework Agreement, Framework Agreement, Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 32.1. Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 32.2. The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 32.3. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 32.3.1. it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Call Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;; and
42.3.2 32.3.2. it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Authority’s Confidential Information (held in electronic form (form) owned by or under the control of, or used by by, the Authority and/or Other Contracting Bodies;.
42.4 32.4. The Supplier shall during and after the Term of this Framework Agreement Period indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 32.4.1. availability, provision or use of the Services (or any parts thereof); and
42.4.2 32.4.2. performance of the Supplier's responsibilities and obligations hereunder.
42.5 32.5. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 32.6. If a claim or demand is made or action brought to alleging matters which Clauses 42.3 and/or 42.4 may applyif proved would constitute a breach of this Clause 32, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either:
42.6.1 32.6.1. modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Call Off ContractAgreement; or
42.6.2 32.6.2. procure a licence to use the Services on terms that are reasonably acceptable to the Authority and Authority; and
32.6.3. in relation to the performance of the Supplier’s 's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and.
42.7 32.7. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term Framework Period and for no other purpose.
Appears in 8 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 . The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 . With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 : it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 ; it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 ; The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 : availability, provision or use of the Services (or any parts thereof); and
42.4.2 and performance of the Supplier's responsibilities and obligations hereunder.
42.5 . The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 . If a claim or demand is made or action brought to which Clauses Clause 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either:
42.6.1 : modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off ContractAgreement; or
42.6.2 or procure a licence to use the Services on terms that are reasonably acceptable to the Authority Authority; and in relation to the performance of the Supplier’s 's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.]
Appears in 6 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework AgreementContract, neither the Authority CUSTOMER nor the Supplier CONTRACTOR shall acquire any right, title or interest in the other's ’s Pre-Existing Intellectual Property Rights.
42.2 . The Supplier CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data. The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract. The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached. The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16. The CONTRACTOR: hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2-16); shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and hereby grants to the CUSTOMER a non-exclusive licence to copy the descriptions of the Ordered IT Products, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.5. Where any Third Party Software is being licensed to the CUSTOMER: the CONTRACTOR shall use its reasonable endeavours to ensure that such Third Party Software is sub-licensed to the CUSTOMER by the CONTRACTOR rather than being licensed to the CUSTOMER directly by the Third Party Software owner; and the CUSTOMER shall not, by virtue of the Third Party Software owner’s standard licence terms (or otherwise) be required to pay charges directly to the Third Party Software owner or any other third party. Where Third Party Software licence terms require payment by the CUSTOMER to the Third Party Software owner or any other third party, the CONTRACTOR shall indemnify (and keep indemnified) the CUSTOMER for all such charges and any associated taxes payable. Where the CONTRACTOR grants or procures a licence to use Intellectual Property Rights under or in accordance with this Contract, the CONTRACTOR shall: ensure that such licence is (a) assignable to all permitted assignees under this Contract; (b) sub-licensable to all users envisaged by this Contract (including replacement contractors on the expiry or termination (howsoever arising) of this Contract); (c) fully transferable (as between CUSTOMER equipment and CUSTOMER users, as the case may be); and (d) subject to Clause 17.7.2, without additional charge to the CUSTOMER; where charges are payable (“Additional Charges”) for assignment, sub-licensing or transfer of such licence, only be permitted to pass on the Additional Charges to the CUSTOMER where the CONTRACTOR has provided written notification of such Additional Charges to the CUSTOMER prior to such licence being entered into and the CUSTOMER has consented in writing to pay such Additional Charges; where the CUSTOMER is obliged to pay the Additional Charges and the CUSTOMER did not provide its consent to them in accordance with Clause 17.7.2, indemnify (and keep indemnified) the CUSTOMER for all such charges and associated taxes payable. If the CONTRACTOR cannot obtain for the CUSTOMER the rights set out in Clause 17.7.1, the CONTRACTOR shall, prior to such licence being entered into, consult with the CUSTOMER on whether the rights that can be obtained are nevertheless acceptable to the CUSTOMER or whether the CONTRACTOR should seek to use an alternative provider. To the extent that the CONTRACTOR creates any materials (in whatever form or media), outside the scope of the open source licensing terms, including training, marketing, promotional or publicity materials, relating to the provision of the Ordered IT Products (“Materials”) it shall provide copies of all Materials to the CUSTOMER promptly and the CONTRACTOR hereby grants to the CUSTOMER a royalty free, irrevocable, non-exclusive licence for such term as the CUSTOMER shall require to use all and any Intellectual Property Rights in the Materials as it shall reasonably require with the ability to sub-licence the same. The CONTRACTOR shall ensure and procure that the availability, provision and use of the Services Catalogue and Ordered IT Products and the performance of the Supplier's CONTRACTOR’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 With respect to . The CONTRACTOR shall indemnify the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and CUSTOMER against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 : availability, provision or use of the Services Catalogue and/or Ordered IT Products (or any parts thereof); and
42.4.2 and performance of the Supplier's CONTRACTOR’s responsibilities and obligations hereunder.
42.5 . The Supplier CONTRACTOR shall promptly notify the Authority CUSTOMER if any claim or demand is made or action brought against the Supplier CONTRACTOR for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services Catalogue and/or Ordered IT Products (or any deliverables or parts thereof) and/or the performance of the Supplier's CONTRACTOR’s responsibilities and obligations hereunder.
42.6 . The CUSTOMER shall promptly notify the CONTRACTOR if any claim or demand is made or action brought against the CUSTOMER to which Clause 17.11 may apply. The CONTRACTOR shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and the CUSTOMER hereby agrees to grant to the CONTRACTOR exclusive control of any such litigation and such negotiations. The CUSTOMER shall at the request of the CONTRACTOR afford to the CONTRACTOR all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CUSTOMER to which Clause 17.11 may apply or any claim or demand made or action brought against the CONTRACTOR to which Clause 17.12 may apply. The CONTRACTOR shall reimburse the CUSTOMER for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. Except where required by Law, the CUSTOMER shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which Clause 17.11 may apply or any claim or demand made or action brought against the CONTRACTOR to which Clause 17.12 may apply. If a claim or demand is made or action brought to which Clauses 42.3 Clause 17.11, 17.12 and/or 42.4 17.13 may apply, or in the reasonable opinion of the Supplier CONTRACTOR is likely to be made or brought, the Supplier CONTRACTOR may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 : modify any or all of the affected Services Catalogue and/or Ordered IT Products without reducing the performance and functionality of the same, or substitute alternative goods or goods and services of equivalent performance and functionality for any or all of the affected ServicesCatalogue and/or Ordered IT Products, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.that:
Appears in 6 contracts
Samples: Commoditised It Hardware and Software Framework Agreement, Commoditised It Hardware and Software Framework Agreement, Contract for Statistical Analysis System (Sas) Licences
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save 14.1 If in the course of or as granted under this Framework Agreementa result of any Services provided by VM to the Customer, neither the Authority nor the Supplier shall acquire VM or any of its employees or agents create any documentation or other material protected by copyright, or any other intellectual property right, title all legal and beneficial rights therein shall be ow xxx by VM and the Customer shall have no rights therein beyond a non-exclusive licence to make copies of any such document or interest in material (but not other material including, w ithout limitation, electronic data or softw are) for internal use for the other's Pre-Existing Intellectual Property Rightspurpose of using the Services. The Customer shall execute any assignment or other instrument w hich may be necessary to give effect to this provision.
42.2 The Supplier shall ensure 14.2 VM w ill indemnify and procure hold harmless the Customer against any damages (including costs) that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority aw arded or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue agreed to take all steps, in accordance with Good Industry Practice, be paid to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, third party in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during by VM infringes the Term patent, copyright, registered design or trade xxxx rights of said third party (an “ Intellectual Property Infringement”) provided that the Customer:
(a) gives notice to VM of any Intellectual Property Infringement forthw ith immediately upon becoming aw are of the same;
(b) gives VM the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherw ise attempt to settle or compromise the said liability or otherw ise attempt to settle or compromise the said claim or action except upon the express instructions of VM; and
(c) acts in accordance w ith the reasonable instructions of VM and gives to VM such assistance as it shall reasonably require in respect of the conduct of the said defence including w ithout prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
14.3 VM shall reimburse the Customer its reasonable costs incurred in complying w ith the provisions of clause 14.2.
14.4 VM shall have no liability to the Customer in respect of an Intellectual Property Infringement if the same results from any breach of the Customer’s obligations under this Agreement.
14.5 In the event of an Intellectual Property Infringement VM shall be entitled at its ow n expense and option either to:
(a) procure the right for the Customer to continue using the Services; or
(b) make such alterations, modifications or adjustments to the Services that they become non-infringing w ithout incurring a material diminution in performance or function; or
(c) replace the Services w ith non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.
14.6 If VM in its reasonable judgement is not able to exercise any of the options set out at clause 14.5 then VM shall be entitled to terminate this Agreement by giving thirty (30) days’ notice to the Customer w ithout further liability to VM.
14.7 The Customer shall indemnify VM against any claims, proceedings and expenses finally aw arded against VM arising in any jurisdiction from an Intellectual Property Infringement (or alleged Intellectual Property Infringement) of any patent, design, copyright or other intellectual property right arising from:
(a) w ork carried out by VM, its agents or employees in accordance w ith directions or specifications given by the Customer; or
(b) arising from the connection and/or use of any Customer Apparatus in conjunction w ith Services (c) use of the Services by the Customer.
14.8 VM shall notify the Customer w ithin seven (7) days in w riting of any allegation of an Intellectual Property Infringement for w hich the Customer is liable under clause 14.7 and VM:
(a) shall make no other purposeadmission relating to the Intellectual Property Infringement;
(b) shall allow the Customer full discretion to conduct or settle all negotiations and proceedings, subject to receiving reasonable security for costs and damages; and
(c) shall give the Customer all reasonable assistance in respect thereof.
Appears in 3 contracts
Samples: Terms and Conditions for the Provision of Services, Terms and Conditions for the Provision of Services, Terms and Conditions for the Provision of Services
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 . The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 . With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 : it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 ; it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 ; The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 : availability, provision or use of the Services (or any parts thereof); and
42.4.2 and performance of the Supplier's responsibilities and obligations hereunder.
42.5 . The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 . If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 : modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 or procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 and Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save AMS shall, except as granted under this Framework Agreementotherwise provided below, neither the Authority nor the Supplier shall acquire defend or settle any rightclaim made or any suit proceeding brought against Distributor and its subsidiaries, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure assigns, subcontractors, and procure customers so far as it is based on an allegation that the availabilityany Product furnished herein infringes a patent, provision and use utility model, industrial design, copyright, trade secret, mask work of trademark of the Services United States, or of the country where the Product is sold, if notified promptly in writing and given information, assistance and the performance of the Suppliersole authority to defend or settle same (at AMS's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basisexpense), losses and AMS shall pay all damages and costs finally awarded in any other liabilities whatsoever arising from, out of, such suit or proceeding against Distributor. In case said Product is in respect such suit held to infringe and the use or sale of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand said Product is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may applyenjoined, or in the reasonable opinion case of a settlement as referred to above, AMS shall have the Supplier is likely to be made or brought, the Supplier may (subject to Approval) option at its own expense and within expense, to procure for Distributor the right to continue using or selling said Product, or replace same with a reasonable time either:
42.6.1 non-infringing Product, or modify any or all same so it becomes non-infringing; in the event that none of the affected Services without reducing the performance and functionality previous options are commercially feasible, then AMS shall grant a refund to Distributor of the sameprice paid by Distributor for any of such Products returned to AMS by Distributor. Notwithstanding anything to the contrary above, in no event shall AMS have any liability under this Section 23 for any such claims resulting from (a) modifications to the Products by anyone other than AMS where the unmodified Products do not infringe, (b) the combination of the Products with other products not provided by AMS, or substitute alternative services of equivalent performance and functionality for any or all (c) use of the affected Services, so as to avoid Products for purposes for which they were not intended. The foregoing states the entire liability of AMS for infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services by Products furnished herein. Confidential Materials omitted and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance filed separately with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term Securities and for no other purpose.Exchange Commission. Asterisks denote omissions. MEDICAL PRODUCTS DISTRIBUTION AGREEMENT
Appears in 2 contracts
Samples: Medical Products Distribution Agreement (Aspect Medical Systems Inc), Medical Products Distribution Agreement (Aspect Medical Systems Inc)
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save 14.1 If in the course of or as granted under this Framework Agreementa result of any Services provided by VM to the Customer, neither the Authority nor the Supplier shall acquire VM or any of its employees or agents create any documentation or other material protected by copyright, or any other intellectual property right, title all legal and beneficial rights therein shall be owned by VM and the Customer shall have no rights therein beyond a non-exclusive licence to make copies of any such document or interest in material (but not other material including, without limitation, electronic data or software) for internal use for the other's Pre-Existing Intellectual Property Rightspurpose of using the Services. The Customer shall execute any assignment or other instrument which may be necessary to give effect to this provision.
42.2 The Supplier shall ensure 14.2 VM will indemnify and procure hold harmless the Customer against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the availability, provision and use of the Services and by VM infringes the performance patent, copyright, registered design or trade xxxx rights of the Supplier's responsibilities and obligations hereunder shall not infringe any said third party (an “Intellectual Property Rights of any Third party.
42.3 With respect to Infringement”) provided that the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents thatCustomer:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary (a) gives notice to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) VM of any Intellectual Property Right by the:
42.4.1 availability, provision or use Infringement forthwith immediately upon becoming aware of the Services same;
(b) gives VM the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any parts thereof)time admit liability or otherwise attempt to settle or compromise the said liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions of VM; and
42.4.2 performance (c) acts in accordance with the reasonable instructions of VM and gives to VM such assistance as it shall reasonably require in respect of the Supplier's responsibilities conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and obligations hereunderother court process and the provision of all relevant documents.
42.5 The Supplier 14.3 VM shall promptly notify reimburse the Authority if any claim or demand is made or action brought against Customer its reasonable costs incurred in complying with the Supplier for infringement or alleged infringement provisions of any clause 14.2.
14.4 VM shall have no liability to the Customer in respect of an Intellectual Property Right that may affect Infringement if the availability, provision or use same results from any breach of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and Customer’s obligations hereunderunder this Agreement.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in 14.5 In the reasonable opinion event of the Supplier is likely to an Intellectual Property Infringement VM shall be made or brought, the Supplier may (subject to Approval) entitled at its own expense and within a reasonable time eitheroption either to:
42.6.1 modify any or all of (a) procure the affected Services without reducing right for the performance and functionality of Customer to continue using the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence (b) make such alterations, modifications or adjustments to use the Services on terms that are reasonably acceptable they become non-infringing without incurring a material diminution in performance or function; or
(c) replace the Services with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.
14.6 If VM in its reasonable judgement is not able to the Authority and in relation to the performance exercise any of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier options set out at clause 14.5 then VM shall be entitled to terminate this Agreement by giving thirty (30) days’ notice to the Customer without further liability to VM.
14.7 The Customer shall indemnify VM against any claims, proceedings and expenses finally awarded against VM arising in any jurisdiction from an Intellectual Property Infringement (or alleged Intellectual Property Infringement) of any patent, design, copyright or other intellectual property right arising from:
(a) work carried out by VM, its agents or employees in accordance with directions or specifications given by the Customer; or
(b) arising from the connection and/or use the Authority’s logo exclusively of any Customer Apparatus in connection conjunction with the provision Services (c) use of the Services during by the Term Customer.
14.8 VM shall notify the Customer within seven (7) days in writing of any allegation of an Intellectual Property Infringement for which the Customer is liable under clause 14.7 and VM:
(a) shall make no admission relating to the Intellectual Property Infringement;
(b) shall allow the Customer full discretion to conduct or settle all negotiations and proceedings, subject to receiving reasonable security for no other purposecosts and damages; and
(c) shall give the Customer all reasonable assistance in respect thereof.
Appears in 2 contracts
Samples: Terms and Conditions for the Provision of Services, Terms and Conditions for the Provision of Services
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing 4.1 All Intellectual Property Rightscreated or developed during the supply of the Consultancy Services will remain the property of ACUTEC.
42.2 The Supplier shall ensure 4.2 On payment in full for the Consultancy Services to be paid under the relevant Service Schedule, the Client will be granted a non -exclusive and procure that non- transferable, royalty-free licence to use the availability, provision and use product of the such Consultancy Services and any associated documentation in accordance with these terms and conditions. ACUTEC will be entitled to terminate the performance licence forthwith, should the Client breach the terms of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:Service Schedule and/or any licence granted hereunder. No sub-licences may be granted without ACUTEC’s prior written consent.
42.3.1 it owns4.3 Unless stated otherwise in the Service Schedule, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with created or developed during the Authority or Other Contracting Bodies and shall maintain Bespoke Software Development will remain the same property of ACUTEC.
4.4 On payment in full force for the Bespoke Software Development to be paid under the relevant Service Schedule, the Client will be granted a non- exclusive and effect;
42.3.2 it has non-transferable, royalty-free licence to use the Bespoke Software and shall continue to take all steps, any associated documentation in accordance with Good Industry Practicethese terms and conditions. ACUTEC will be entitled to terminate the licence forthwith, to prevent should the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under Client breach the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term terms of this Framework Agreement indemnify and keep indemnified or the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplierparticular Service Schedule. No sub-licences may be granted without ACUTEC's responsibilities and obligations hereunderprior written consent.
42.5 The Supplier shall promptly notify the Authority if 4.5 ACUTEC will defend, at its own expense, any claim or demand is made or legal action brought against the Supplier Client to the extent that it is based on a claim that the Consultancy Services or any Bespoke Software (or any part thereof), when used in accordance with any documentation that accompanies the Consultancy Services or Bespoke Software, infringes a copyright of a third party, and ACUTEC will pay any final judgement awarded to the third party against the Client PROVIDED THAT: Client shall (i) notify ACUTEC promptly in writing of any such claim; (ii) permit ACUTEC to have sole control of the defence, compromise or settlement of such claim, including any appeals; (iii) not make any prejudicial statements or settlement offers without the prior written consent of ACUTEC; and (iv) fully co-operate with ACUTEC in the defence or settlement of such claim. ACUTEC will pay such reasonable costs, damages or fees incurred by Client in connection with such action or claim.
4.6 Should the Bespoke Software and/or the Consultancy Services become, or in ACUTEC's opinion be likely to become, the subject of any such infringement claim, Client shall permit ACUTEC, at ACUTEC's option and expense, to (i) procure for infringement Client the right to continue using the Bespoke Software or alleged infringement the Consultancy Services, or (ii) replace or modify the Bespoke Software or the Consultancy Services so that they become noninfringing, or (iii) terminate the right to use the Bespoke Software or the Consultancy Services, upon which termination Client shall, and shall procure that End Users, promptly destroy all copies of the Bespoke Software or the Consultancy Services and certify the same to ACUTEC.
4.7 ACUTEC shall have no liability for any Intellectual Property Right infringement claim to the extent that may affect it is based on (i) the availabilityuse or combination of the Bespoke Software with Software, provision hardware or other materials not recommended by ACUTEC, provided such infringement would not have arisen but for such use or combination; or (ii) the use of the Services Bespoke Software in a manner other than that for which it was designed or contemplated as evidenced by ACUTEC's documentation; or (or iii) any deliverables or parts thereof) and/or the performance unauthorized modification of the Supplier's responsibilities and obligations hereunder.
42.6 If a claim Bespoke Software or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 modify Consultancy Services by any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contractparty; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.
Appears in 2 contracts
Samples: Software and Hardware Agreement, Software and Hardware Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's ’s Pre-Existing Intellectual Property Rights.
42.2 . The Supplier shall ensure and procure that the availability, provision and use of the Goods and Services and the performance of the Supplier's ’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 . With respect to the Supplier's Suppliers obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 : it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or Agreement, and any Call-Off Contract Agreement and/or Lease Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 ; it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 ; The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 : availability, provision or use of the Goods and Services (or any parts thereof); and
42.4.2 and performance of the Supplier's ’s responsibilities and obligations hereunder.
42.5 . The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and Services (or any deliverables or parts thereof) and/or the performance of the Supplier's ’s responsibilities and obligations hereunder.
42.6 . If a claim or demand is made or action brought to which Clauses Clause 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 : modify any or all of the affected Goods and Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies Customers to a Call-Off ContractAgreement or Lease Agreement; or
42.6.2 or procure a licence to use the Goods and Services on terms that are reasonably acceptable to the Authority Authority; and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s Government Procurement Service logo exclusively in connection with the provision of the Goods and Services during the Term and for no other purpose.] The Supplier hereby licenses the Authority for the Term on a royalty-free basis to use, copy and publish (electronically and in hard copy formats) the information in the Catalogue provided by the Supplier. All Intellectual Property Rights in such information (except insofar as such information derives from material provided by the Authority) shall remain in the Supplier.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest 5.1 You acknowledge that all intellectual property rights in the other's Pre-Existing Intellectual Property RightsSoftware and the Documentation throughout the world belong to Innovise, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
42.2 5.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding.
5.3 The Supplier shall ensure and procure integrity of the Software is protected by technical protection measures (TPM) so that the availabilityintellectual property rights, provision including copyright, in the Software of Innovise are not misappropriated. You must not attempt in any way to remove or circumvent such TPM, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in your possession for private or commercial purposes, any means whose sole reasonable purpose is to facilitate the unauthorised removal or circumvention of such TPM.
5.4 Innovise shall defend you, your officers, directors and employees against any claim that the Software infringes any United Kingdom patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
(a) Innovise is given prompt notice of any such claim;
(b) you provide reasonable co-operation to Innovise in the defence and settlement of such claim, at Innovise's expense; and
(c) Innovise is given sole authority to defend or settle the claim.
5.5 In the defence or settlement of any claim, Innovise may procure the right for you to continue using the Software, replace or modify the Software so that it becomes non- infringing or, if such remedies are not reasonably available, terminate this Licence on five business days’ notice to you without any additional liability or obligation to pay damages or other additional costs to you.
5.6 In no event shall Innovise, its employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
(a) a modification of the Software by anyone other than Innovise; or
(b) your use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect Software in a manner contrary to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:instructions given to you by Xxxxxxxx; or
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malwarec) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or your use of the Services (Software after notice of the alleged or actual infringement from Innovise or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunderappropriate authority.
42.5 5.7 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier foregoing states your sole and exclusive rights and remedies, and Innovise's (including Innovise’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement or alleged infringement of any Intellectual Property Right that may affect the availabilitypatent, provision copyright, trade mark, database right or use right of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunderconfidentiality.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.
Appears in 1 contract
Samples: Software License Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 36.1 Save as granted under this Framework AgreementContract, neither the Authority Contracting Body nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing ’s Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunder.
42.5 36.2 The Supplier shall promptly notify the Authority Contracting Body if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables Deliverables or parts thereof) and/or the performance of the Supplier's ’s responsibilities and obligations hereunderunder this Contract.
42.6 36.3 If a claim or demand is made or action brought to alleging matters which Clauses 42.3 and/or 42.4 may applyif proved would constitute a breach of this Clause 36 or Framework Agreement Clause 36 (Intellectual Property Rights and Indemnity), or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) the relevant Contracting Body’s prior Approval at its own expense and at no cost to the Contracting Body, within a reasonable time either:
42.6.1 36.3.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, ; provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution action shall not increase the cost or burden on the Contracting Bodies to a Call-Off Contract; orBody;
42.6.2 36.3.2 procure a licence to use the affected Services and/or Deliverables on terms that are reasonably acceptable to the Authority and Contracting Body; and
36.3.3 in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-re- perform those responsibilities and obligations; and. And in the event that the Supplier is unable to comply with Clauses 36.3.1 or 36.3.2 within twenty (20) Working Days of receipt of the Supplier’s notification, the Contracting Body may terminate this Contract and the Supplier shall, upon demand, refund the Contracting Body with all monies paid in respect of the Service and/or Deliverable that is subject to the Claim.
42.7 36.4 Subject to full compliance with any branding guidance provided by the Branding GuidanceContracting Body, the Supplier shall be entitled to use the AuthorityContracting Body’s logo exclusively in connection with the provision of the Services during the Term Contract Period and for no other purpose. Schedule 1: Variation Form Telephony Services [insert name of Contracting Body] (the Contracting Body) and [insert name of Supplier] (the Supplier)
1. The Order is varied as follows and shall take effect on the date signed by both Parties:
2. Words and expressions in this Variation shall have the meanings given to them in the Contract.
3. The Contract, including any previous Variations, shall remain effective and unaltered except as amended by this Variation. Signature Date Name (in Capitals) Address Signature Date Name (in Capitals) Address
1. PURPOSE OF THIS SCHEDULE
1.1 This Schedule 2 sets out the Contracting Body's requirements for ensuring continuity of the business processes and operations supported by the Services in circumstances of Services disruption or failure and for restoring the delivery of Services through business continuity and as necessary, disaster recovery procedures. It also includes the requirement on the Supplier to develop, review, test, change and maintain a BCDR Plan in respect of the Services.
1.2 The BCDR Plan shall be divided into three parts:
1.2.1 Part A which shall set out general principles applicable to the BCDR Plan (General Principles).
1.2.2 Part B which shall relate to business continuity (Business Continuity Plan); and
1.2.3 Part C which shall relate to disaster recovery (Disaster Recovery Plan); and
1.3 The BCDR Plan shall detail the processes and arrangements which the Supplier shall follow to ensure continuity of the business processes and operations supported by the Services following any failure or disruption of any element of the Services and the recovery of the Services in the event of a Disaster.
Appears in 1 contract
Samples: Order Form
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect AMS agrees to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand hold harmless and defend at its own expense Distributor and its Affiliates from and against any and all liabilities, claims, proceedings, suits, demands, actionsdamages, costs, costs and expenses or money judgements (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or fees) incurred by reason or rendered against Distributor and its Affiliates arising from claims of any infringement of copyright, patents, trade marks, industrial designs or alleged infringement (including other intellectual property rights issued or subsisting under the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use laws of the Services (country in which Distributor distributes the Products under this Agreement, if notified promptly in writing and given, at AMS's cost, information, assistance and sole authority to defend or any parts thereof); and
42.4.2 performance settle the same. In case said Product is in such suit held to infringe and the use or sale of the Supplier's responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand said Product is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may applyenjoined, or in the reasonable opinion case of a settlement as referred to above, AMS shall have the Supplier is likely to be made or brought, the Supplier may (subject to Approval) option at its own expense and within expense, to procure for Distributor the right to continue using or selling said Product, or replace same with a reasonable time either:
42.6.1 non-infringing Product, or modify any or all same so it becomes non-infringing; in the event that none of the affected Services without reducing the performance and functionality previous options are commercially feasible, then AMS shall grant a refund to Distributor of the sameprice paid by Distributor for any of such Products returned to AMS by Distributor. Notwithstanding anything to the contrary above, in no event shall AMS have any liability under this Section 23 for any such claims resulting from (a) modifications to the Products by Distributor where the unmodified Products do not infringe, (b) the combination of the Products by Distributor with other products not provided or accepted (whether explicit or implicit acceptance) by AMS where the non combined Products do not infringe, or substitute alternative services of equivalent performance and functionality for any or all (c) use of the affected Services, so as to avoid Products by Distributor for purposes for which they were not intended. The foregoing states the entire liability of AMS for infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purposeby Products furnished herein.
Appears in 1 contract
Samples: Master Distribution Agreement (Aspect Medical Systems Inc)
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 . The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 . With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 : it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 ; it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 ; The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 : availability, provision or use of the Services (or any parts thereof); and
42.4.2 and performance of the Supplier's responsibilities and obligations hereunder.
42.5 . The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 . If a claim or demand is made or action brought to which Clauses 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: and/or 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 : modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 or procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 and Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.
Appears in 1 contract
Samples: Framework Agreement for the Supply of Locum Doctors
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 43.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 43.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 43.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 43.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;; and
42.3.2 43.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;.
42.4 43.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client customer basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 43.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 43.4.2 performance of the Supplier's responsibilities and obligations hereunder.
42.5 43.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 43.6 If a claim or demand is made or action brought to which Clauses 42.3 Clause 43.3 and/or 42.4 43.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either:
42.6.1 43.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off ContractAgreement; or
42.6.2 43.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and Authority; and
43.6.3 in relation to the performance of the Supplier’s 's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and.
42.7 43.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.
43.8 In connection with any specially created IPR produced under any Call-Off Agreement, the Supplier shall provide a perpetual licence to the Contracting Body and to the Authority to enable to use and exploitation of that IPR across the wider public sector without further payment to the Supplier.
Appears in 1 contract
Samples: Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 32.1. Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 32.2. The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 32.3. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 32.3.1. it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Call Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;; and
42.3.2 32.3.2. it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Authority’s Confidential Information (held in electronic form (form) owned by or under the control of, or used by by, the Authority and/or Other Contracting Bodies;.
42.4 32.4. The Supplier shall during and after the Term of this Framework Agreement Period indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 32.4.1. availability, provision or use of the Services (or any parts thereof); and
42.4.2 32.4.2. performance of the Supplier's responsibilities and obligations hereunder.
42.5 32.5. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 32.6. If a claim or demand is made or action brought to alleging matters which Clauses 42.3 and/or 42.4 may applyif proved would constitute a breach of this Clause 32, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either:
42.6.1 32.6.1. modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Call Off ContractAgreement; or
42.6.2 32.6.2. procure a licence to use the Services on terms that are reasonably acceptable to the Authority and Authority; and
32.6.3. in relation to the performance of the Supplier’s 's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.
Appears in 1 contract
Samples: Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 33.1. Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 33.2. The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 33.3. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 (a) it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Call Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;; and
42.3.2 (b) it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Authority’s Confidential Information (held in electronic form (form) owned by or under the control of, or used by by, the Authority and/or Other Contracting Bodies;.
42.4 33.4. The Supplier shall during and after the Term of this Framework Agreement Period indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 (a) availability, provision or use of the Services (or any parts thereof); and
42.4.2 (b) performance of the Supplier's responsibilities and obligations hereunder.
42.5 33.5. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 33.6. If a claim or demand is made or action brought to alleging matters which Clauses 42.3 and/or 42.4 may applyif proved would constitute a breach of this Clause 33, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either:
42.6.1 (a) modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Call Off ContractAgreement; or
42.6.2 (b) procure a licence to use the Services on terms that are reasonably acceptable to the Authority and Authority; and
(c) in relation to the performance of the Supplier’s 's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and.
42.7 33.7. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term Framework Period and for no other purpose.
Appears in 1 contract
Samples: Media Buying Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 36.1 Save as granted under this Framework AgreementContract, neither the Authority Contracting Body nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing ’s Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunder.
42.5 36.2 The Supplier shall promptly notify the Authority Contracting Body if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables Deliverables or parts thereof) and/or the performance of the Supplier's ’s responsibilities and obligations hereunderunder this Contract.
42.6 36.3 If a claim or demand is made or action brought to alleging matters which Clauses 42.3 and/or 42.4 may applyif proved would constitute a breach of this Clause 36 or Framework Agreement Clause 36 (Intellectual Property Rights and Indemnity), or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) the relevant Contracting Body’s prior Approval at its own expense and at no cost to the Contracting Body, within a reasonable time either:
42.6.1 36.3.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, ; provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution action shall not increase the cost or burden on the Contracting Bodies to a Call-Off Contract; orBody;
42.6.2 36.3.2 procure a licence to use the affected Services and/or Deliverables on terms that are reasonably acceptable to the Authority and Contracting Body; and
36.3.3 in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-re- perform those responsibilities and obligations; and. And in the event that the Supplier is unable to comply with Clauses 36.3.1 or 36.3.2 within twenty (20) Working Days of receipt of the Supplier’s notification, the Contracting Body may terminate this Contract and the Supplier shall, upon demand, refund the Contracting Body with all monies paid in respect of the Service and/or Deliverable that is subject to the Claim.
42.7 36.4 Subject to full compliance with any branding guidance provided by the Branding GuidanceContracting Body, the Supplier shall be entitled to use the AuthorityContracting Body’s logo exclusively in connection with the provision of the Services during the Term Contract Period and for no other purpose. Schedule 1: Variation Form Telephony Services Northern Ireland Courts and Tribunal Service (the Contracting Body) and Gamma Telecom Limited (the Supplier)
1. The Order is varied as follows and shall take effect on the date signed by both Parties:
2. Words and expressions in this Variation shall have the meanings given to them in the Contract.
3. The Contract, including any previous Variations, shall remain effective and unaltered except as amended by this Variation. Signature Date Name (in Capitals) Address Signature Date Name (in Capitals) Address
1. PURPOSE OF THIS SCHEDULE
1.1 This Schedule 2 sets out the Contracting Body's requirements for ensuring continuity of the business processes and operations supported by the Services in circumstances of Services disruption or failure and for restoring the delivery of Services through business continuity and as necessary, disaster recovery procedures. It also includes the requirement on the Supplier to develop, review, test, change and maintain a BCDR Plan in respect of the Services.
1.2 The BCDR Plan shall be divided into three parts:
1.2.1 Part A which shall set out general principles applicable to the BCDR Plan (General Principles).
1.2.2 Part B which shall relate to business continuity (Business Continuity Plan); and
1.2.3 Part C which shall relate to disaster recovery (Disaster Recovery Plan); and
1.3 The BCDR Plan shall detail the processes and arrangements which the Supplier shall follow to ensure continuity of the business processes and operations supported by the Services following any failure or disruption of any element of the Services and the recovery of the Services in the event of a Disaster.
Appears in 1 contract
Samples: Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's ’s Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Goods and Services and the performance of the Supplier's ’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's Suppliers’ obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Goods and Services (or any parts thereof); and
42.4.2 performance of the Supplier's ’s responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and Services (or any deliverables or parts thereof) and/or the performance of the Supplier's ’s responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses Clause 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either:
42.6.1 modify any or all of the affected Goods and Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off ContractAgreement; or
42.6.2 procure a licence to use the Goods and Services on terms that are reasonably acceptable to the Authority and Authority; and
42.6.3 in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and;
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and Services during the Term and for no other purpose.
Appears in 1 contract
Samples: Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 18.1 Save as granted under this Framework Agreement, neither the Authority AUTHORITY nor the Supplier SUPPLIER shall acquire any right, title or interest in the other's ’s Pre-Existing Intellectual Property Rights.
42.2 18.2 The Supplier SUPPLIER shall ensure and procure that the availability, provision and use of the Services Catalogue and the Traffic Management Technology and the performance of the Supplier's SUPPLIER’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 With respect to 18.3 The SUPPLIER shall indemnify the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and AUTHORITY against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 18.3.1 availability, provision or use of the Services Catalogue and/or the Traffic Management Technology (or any parts thereof); and
42.4.2 18.3.2 performance of the Supplier's SUPPLIER’s responsibilities and obligations hereunder.
42.5 18.4 The Supplier SUPPLIER shall promptly notify the Authority AUTHORITY if any claim or demand is made or action brought against the Supplier SUPPLIER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services Catalogue and/or Traffic Management Technology (or any deliverables or parts thereof) and/or the performance of the Supplier's SUPPLIER’s responsibilities and obligations hereunder.
42.6 18.5 If a claim or demand is made or action brought to which Clauses 42.3 Clause 18.3 and/or 42.4 18.4 may apply, or in the reasonable opinion of the Supplier SUPPLIER is likely to be made or brought, the Supplier SUPPLIER may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 18.5.1 modify any or all of the affected Services Catalogue and/or the Traffic Management Technology without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected ServicesCatalogue and/or the Traffic Management Technology, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies Customers to a Call-Off Contract; or
42.6.2 18.5.2 procure a licence to use the Services Catalogue and/or the Traffic Management Technology on terms that are reasonably acceptable to the Authority and AUTHORITY; and
18.5.3 in relation to the performance of the SupplierSUPPLIER’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and.
42.7 Subject 18.6 In the event that a modification or substitution in accordance with Clause 18.5.1 is not possible so as to full compliance avoid the infringement, or the SUPPLIER has been unable to procure a licence in accordance with the Branding GuidanceClause 18.5.2, the Supplier AUTHORITY shall be entitled to use delete the Authority’s logo exclusively in connection with relevant Traffic Management Technology from the provision of the Services during the Term Catalogue and for no other purposeelsewhere.
Appears in 1 contract
Samples: Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 18.1. Save as granted under this Framework Agreement, neither the Authority AUTHORITY nor the Supplier SERVICE PROVIDER shall acquire any right, title or interest in the other's Pre-’s Pre- Existing Intellectual Property Rights.
42.2 18.2. The Supplier SERVICE PROVIDER shall ensure and procure that the availability, provision and use of the Services Catalogue and IT Solutions and the performance of the Supplier's SERVICE PROVIDER’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 With respect to 18.3. The SERVICE PROVIDER shall indemnify the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and AUTHORITY against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 18.3.1. availability, provision or use of the Services Catalogue and/or IT Solutions (or any parts thereof); and
42.4.2 18.3.2. performance of the Supplier's SERVICE PROVIDER’s responsibilities and obligations hereunder.
42.5 18.4. The Supplier SERVICE PROVIDER shall promptly notify the Authority AUTHORITY if any claim or demand is made or action brought against the Supplier SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services Catalogue and/or IT Solutions (or any deliverables or parts thereof) and/or the performance of the Supplier's SERVICE PROVIDER’s responsibilities and obligations hereunder.
42.6 18.5. If a claim or demand is made or action brought to which Clauses 42.3 Clause 18.3 and/or 42.4 18.4 may apply, or in the reasonable opinion of the Supplier SERVICE PROVIDER is likely to be made or brought, the Supplier SERVICE PROVIDER may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 18.5.1. modify any or all of the affected Services Catalogue and/or IT Solutions without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected ServicesCatalogue and/or IT Solutions, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies Customers to a Call-Off Contract; or
42.6.2 18.5.2. procure a licence to use the Services Catalogue and/or IT Solutions on terms that are reasonably acceptable to the Authority and AUTHORITY; and
18.5.3. in relation to the performance of the SupplierSERVICE PROVIDER’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and.
42.7 Subject 18.6. In the event that a modification or substitution in accordance with Clause 18.5.1 is not possible so as to full compliance avoid the infringement, or the SERVICE PROVIDER has been unable to procure a licence in accordance with the Branding GuidanceClause 18.5.2, the Supplier AUTHORITY shall be entitled to use delete the Authority’s logo exclusively in connection with relevant IT Solutions from the provision of the Services during the Term and for no other purposeCatalogue.
Appears in 1 contract
Samples: Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect 21.1 MANUFACTURER agrees to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from hold harmless and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) defend at its own expense DISTRIBUTOR, its Affiliates, employees, officers, directors, assignees, local distributors, and within a reasonable time either:
42.6.1 modify customers from and against any and all liabilities, claims, demands, damages, costs and expenses and judgements (including legal fees) incurred by or all rendered against any of the affected Services without reducing above mentioned parties arising from claims that Products, spare parts, Accessories and any other products or services provided under this Agreement by MANUFACTURER infringe, violate or misappropriate any copyright, patents, trade marks, industrial designs, trade secret or other intellectual property or proprietary rights of any third party. Notwithstanding anything to the performance and functionality contrary above, in no event shall MANUFACTURER have any liability under this Article 21.1 for any such claims to the extent resulting from (a) modifications to the Products or Accessories by DISTRIBUTOR where the unmodified Products or Accessories do not infringe, (b) the combination of the sameProducts or Accessories by DISTRIBUTOR with other products not provided or combination accepted (whether express or implied acceptance) or validated by MANUFACTURER where the non combined Products or Accessories do not infringe or (c) any activities by DISTRIBUTOR not permitted under this Agreement.
21.2 DISTRIBUTOR agrees to indemnify and hold harmless and defend at its own expense MANUFACTURER, its Affiliates, assignees, local distributors, and customers from and against any and all liabilities, claims, demands, damages, costs and expenses and judgements (including legal fees) incurred by or rendered against any of the above mentioned parties arising from claims that DISTRIBUTOR'S copyrighted material created by or for DISTRIBUTOR after the date of this Agreement or any trademarks, trade names or trade dress that were not used by DISTRIBUTOR or MANUFACTURER prior to the date of this Agreement infringe any third party's intellectual property or proprietary rights. Notwithstanding anything to the contrary above, in no event shall DISTRIBUTOR have any liability under this Article 21.2 for any such claims to the extent resulting from (a) use of any trademark, trade name or trade dress other than as expressly permitted under this Agreement or (b) any infringement of any of MANUFACTURER's underlying work contained in any copyrighted material created by or for DISTRIBUTOR after the date of this Agreement. [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. EXHIBIT B
21.3 MANUFACTURER shall indemnify and hold harmless and defend at its own expense DISTRIBUTOR, its Affiliates, employees, officers, directors, from and against any and all liabilities, claims, demands, damages, costs and expenses or judgments (including legal fees) incurred by or rendered against any of them from third party claims or actions arising out of or relating to (a) personal injury, death or property damage which arise out of or in any way relate to (i) a defect in the design, parts, workmanship or materials of Products or Accessories, (ii) service of any Products or Accessories, or substitute alternative services (iii) any negligence or willful misconduct of equivalent performance MANUFACTURER, its employees, contractors or agents, (b) any breach of this Agreement, including without limitation breach of any representation or warranty contained herein, or (c) any Service Contract sold by DISTRIBUTOR in accordance with the terms of this Agreement. DISTRIBUTOR shall indemnify, defend and functionality hold harmless MANUFACTURER and its Affiliates from and against any and all liabilities, claims, demands, damages, costs and expenses or money judgments (including legal fees) incurred by or rendered against any of them from third party claims or actions for personal injury or property damage which arise out of DISTRIBUTOR's distribution or sale of Products or Accessories hereunder to the extent such claims do not give rise to MANUFACTURER's indemnification obligation hereunder or do not arise out of MANUFACTURER's (or its Affiliates') negligence or breach of this Agreement.
21.4 In either case under Section 21.1, 21.2 or 21.3 above, the party seeking indemnification (the "INDEMNIFIED PARTY") shall (a) give the other party (the "INDEMNIFYING PARTY") prompt written notice of any Claim for which indemnification is sought hereunder, (b) not settle or all compromise such Claim without the prior written consent of the affected ServicesIndemnifying Party, so as (c) permit the Indemnifying Party to avoid control the infringement defense and settlement of such Claim, and (d) comply with any settlement, judgment or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively court order made in connection with such Claim. The Indemnifying Party shall not, without the provision prior written consent of the Services during Indemnified Party, enter into any settlement or consent to the Term entry of any judgment with respect to any such Claim (x) that contains any admission by or finding against the Indemnified Party, (y) that includes any relief to the claimant other than monetary relief to be paid in full by the Indemnifying Party, or (z) that does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release of all liability in respect of such Claim. The Indemnified Party shall have the right to participate in the defense and settlement of any Claim with an attorney of its own choice at its own expense.
21.5 In the event of a claim is for infringement, violation, or misappropriation of a third party's intellectual property rights for which a party has indemnification obligations under either 21.1 or 21.2, the Indemnifying Party shall have the option at its own expense to procure for the Indemnified Party the right to continue to exercise the rights licensed hereunder, or to replace the relevant material with non-infringing material, or modify the relevant material so that it no longer infringes, violates or misappropriates the applicable third party intellectual property rights. The remedies set forth in this Article 21 shall be the sole remedies of each party against the other purposewith respect to claims by third parties for infringement, violation or misappropriation of a third party's intellectual property rights.
Appears in 1 contract
Samples: Distribution Agreement (Quinton Cardiology Systems Inc)
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's ’s Pre-Existing Intellectual Property Rights.
42.2 . The Supplier shall ensure and procure that the availability, provision and use of the Goods and Services and the performance of the Supplier's ’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 . With respect to the Supplier's Suppliers obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 : it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or Agreement, and any Call-Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 ; it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 ; The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 : availability, provision or use of the Goods and Services (or any parts thereof); and
42.4.2 and performance of the Supplier's ’s responsibilities and obligations hereunder.
42.5 . The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and Services (or any deliverables or parts thereof) and/or the performance of the Supplier's ’s responsibilities and obligations hereunder.
42.6 . If a claim or demand is made or action brought to which Clauses Clause 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 : modify any or all of the affected Goods and Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies Customers to a Call-Off ContractAgreement; or
42.6.2 or procure a licence to use the Goods and Services on terms that are reasonably acceptable to the Authority Authority; and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s Government Procurement Service logo exclusively in connection with the provision of the Goods and Services during the Term and for no other purpose.] The Supplier hereby licenses the Authority for the Term on a royalty-free basis to use, copy and publish (electronically and in hard copy formats) any information provided by the Supplier in relation to the Goods and Services. All Intellectual Property Rights in such information (except insofar as such information derives from material provided by the Authority) shall remain in the Supplier.
Appears in 1 contract
Samples: Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY.
42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's ’s Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Goods and Services and the performance of the Supplier's ’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 With respect to the Supplier's Suppliers obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Subject to 42.8 the Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Goods and Services (or any parts thereof); and
42.4.2 performance of the Supplier's ’s responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and Services (or any deliverables or parts thereof) and/or the performance of the Supplier's ’s responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses Clause 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 modify any or all of the affected Goods and Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected ServicesGoods and Services , so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies Customers to a Call-Off Contract; or
42.6.2 procure a licence to use the Goods and Services on terms that are reasonably acceptable to the Authority and Authority; and
42.6.3 in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and;
42.7 42.6.4 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s Government Procurement Service logo exclusively in connection with the provision of the Goods and Services during the Term and for no other purpose.
42.7 The Supplier hereby licenses the Authority for the Term on a royalty-free basis to use, copy and publish (electronically and in hard copy formats) the information in the Catalogue provided by the Supplier. All Intellectual Property Rights in such information (except insofar as such information derives from material provided by the Authority) shall remain in the Supplier.
42.8 The Supplier Shall not be responsible for any claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract.
Appears in 1 contract
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing 3.1 All Intellectual Property Rightscreated or developed during the supply of The Services will remain the property of The Company.
42.2 3.2 On payment in full for The Supplier shall ensure Services to be paid under the relevant Schedule of Services, the Client will be granted a non-exclusive and procure that non-transferable, royalty-free licence to use the availability, provision and use product of the The Services and any associated documentation in accordance with these terms and conditions. The Company will be entitled to terminate the performance licence forthwith, should the Client breach the terms of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:Schedule of Services and/or any licence granted hereunder. No sub-licences may be granted without The Company's prior written consent.
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights 3.3 For the avoidance of doubt the intellectual property rights that are necessary used in the schedule of services are to perform its obligations under deemed to Confidential, this Framework Agreement and/or any Call-Off Contract which may be entered with is to include all code developed in the Authority or Other Contracting Bodies and shall maintain bespoke software defined in the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation schedule of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunderservices.
42.5 3.4 The Supplier shall promptly notify the Authority if Company will defend, at its own expense, any claim or demand is made or legal action brought against the Supplier Client to the extent that it is based on a claim that The Services or any Bespoke Software (or any part thereof), when used in accordance with any documentation that accompanies The Services, infringes a copyright of a third party, and The Company will pay any final judgement awarded to the third party against the Client PROVIDED THAT: Client shall
(i) notify The Company promptly in writing of any such claim;
(ii) permit The Company to have sole control of the defence, compromise or settlement of such claim, including any appeals;
(iii) not make any prejudicial statements or settlement offers without the prior written consent of The Company; and
(iv) fully co-operate with The Company in the defence or settlement of such claim. The Company will pay such reasonable costs, damages or fees incurred by Client in connection with such action or claim.
3.5 Should The Services become, or in The Company's opinion be likely to become, the subject of any such infringement claim, Client shall permit The Company, at The Company's option and expense, to
(i) procure for Client the right to continue using the Bespoke Software or the Consultancy Services, or
(ii) replace or modify The Services so that they become non-infringing, or
(iii) terminate the right to use The Services, upon which termination Client shall, and shall procure that End Users, promptly destroy all copies of The Services and certify the same to The Company.
3.6 The Company shall have no liability for any Intellectual Property infringement claim to the extent that it is based on
(i) the use or alleged combination of The Services with software, hardware or other materials not recommended by The Company, provided such infringement would not have arisen but for such use or combination; or
(ii) the use of the Bespoke software in a manner other than that for which it was designed or contemplated as evidenced by The Company's documentation; or
(iii) any unauthorized modification of the Bespoke Software or Consultancy Services by any party; or
(iv) any compliance with designs, plans or specifications furnished by Client. This section states the entire liability of The Company, and Client's sole and exclusive remedy, with respect to infringement of any Intellectual Property Right that may affect the availabilityrights, provision and The Company shall have no additional liability with respect to any alleged or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunderproved infringement.
42.6 If 3.7 The Company requires a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely hyper link to be made enabled on a publicly visible interface (home page or broughtlogin page) of The Services
(i) Where all or more than 50% of The Services have been performed by The Company it shall read, the Supplier may “built by: Remeody Ltd” or “built by planSpatial”
(subject to Approvalii) at its own expense and within a reasonable time either:
42.6.1 modify any Where 50% or all less of the affected The Services without reducing the performance and functionality of the samehave been performed by The Company it shall read, “built in conjunction with: Remeody Ltd” or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and “built in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.conjunction with: planSpatial”
Appears in 1 contract
Samples: Professional Services
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save 12.1 QTM Global Services Limited shall indemnify and hold harmless The Purchasing Authority, its Affiliates and its Customers (collectively hereafter in this Clause, “the Purchasing Authority Indemnitees”) against any and all claims, liabilities, direct, indirect or consequential losses (including loss of profits, loss of business, depletion of goodwill and similar losses whether of a direct, indirect or consequential nature), costs and expenses (including legal fees) howsoever arising which the Purchasing Authority Indemnitees may incur or suffer as granted a result of a claim by a third party arising from any infringement, actual or alleged, whether or not under this Framework AgreementEnglish law, neither of any Intellectual Property Rights resulting from the manufacture, possession, use, transfer, licensing, sale or other exploitation of the Services subject to the aggregate limits of liability set out in Clause 17.
12.2 If any infringement claim is made, or in QTM Global Services Limited's reasonable opinion is likely to be made, against the Purchasing Authority, QTM Global Services Limited may at its sole option and expense:
(a) procure for the Purchasing Authority nor the right to continue using, developing, modifying or maintaining the Deliverables (or any part thereof) in accordance with these Terms and Conditions and/or relevant Customer Schedule and/or relevant SOW; or
(b) replace the Deliverables with non-infringing Deliverables; or
(c) modify the Deliverables so that it ceases to be infringing; or
(d) repay to The Purchasing Authority all sums which The Purchasing Authority has paid to QTM Global Services Limited under the relevant Customer Schedule and/or relevant SOW, provided that if QTM Global Services Limited modifies or replaces the Deliverables, the modified or replacement Deliverables must comply with the warranties contained in Clause 4 (Warranties) and the Purchasing Authority shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of the relevant Customer Schedule and/or relevant SOW been references to the date on which such modification or replacement was made.
12.3 With the exception of any pre-existing Intellectual Property Rights (including Third Party Intellectual Property Rights) or any open source software, all Intellectual Property Rights in any material created in the performance of a Customer Schedule and/or SOW shall vest in, or is hereby transferred or assigned to, The Purchasing Authority immediately on creation. To the extent, if any, that any such Intellectual Property Rights cannot be assigned under law, Supplier shall acquire any rightuse its reasonable endeavours hereby grants to the Purchasing Authority a perpetual, title irrevocable, royalty-free, exclusive license under such Intellectual Property Rights to manufacture, use, sell, distribute or interest in the other's Pre-Existing otherwise exploit such Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.
Appears in 1 contract
Samples: It Services Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither 7.1 As between the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for parties all Intellectual Property Rights in the Iress Services remain vested in Iress (or its licensors).
7.2 Iress will defend, at its expense, any third party claim brought against the Customer alleging that are necessary to perform its obligations under this Framework Agreement and/or the Iress Services infringe any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all stepscopyright, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control ofdesign, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during trade mark intellectual property rights ("IP Claim"), and after the Term of this Framework Agreement indemnify will pay any settlement and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actionsany damages, costs, expenses and reasonable legal fees finally awarded against the Customer arising out of an IP Claim (including legal costs and disbursements on a solicitor and client basis"IP Indemnity"), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of . The IP Indemnity shall not apply if :-
(a) any infringement or alleged infringement (including is caused by the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Iress Services in combination with any equipment, programs, goods or services not supplied or approved by Iress;
(b) such infringement results from a specific design or specification provided by the Customer or from any parts thereof)Customer IP; or
(c) the infringement is caused by the use of a non-current release of the Iress Services if the infringement would have been avoided by the use of the latest release.
7.3 Iress’ obligations under clause 7.2 are conditional on the Customer:
(a) notifying Iress immediately in writing of the IP Claim;
(b) giving Iress sole control of the defence, management, and settlement of the IP Claim, provided that the Customer may participate in such defence with counsel of its choice at its own cost if it gives Iress such control; and
42.4.2 performance of (c) on request, at Iress’ cost, reasonably cooperating with Iress in the Supplier's responsibilities and obligations hereunderdefence.
42.5 The Supplier shall promptly notify 7.4 Iress will not enter into any settlement imposing liability on the Authority if any claim or demand Customer for which the Customer is made or action brought against not indemnified without the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunderCustomer’s written consent.
42.6 7.5 If a claim or demand an injunction is made or action brought to which Clauses 42.3 and/or 42.4 may applyissued (or, or in the reasonable opinion of the Supplier Iress’ opinion, is likely to be made issued) preventing the use or broughtprovision of an Iress Service as a result of an IP Claim, the Supplier may (subject to Approval) Iress may, at its own expense and within a reasonable time eithersole option:
42.6.1 (a) modify any the Iress Service so that it becomes non-infringing;
(b) obtain for the Customer the right to continue to use the Iress Service;
(c) replace the Iress Service with software or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of with equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contractfunctionality; or
42.6.2 procure (d) terminate the Iress Service and refund any prepaid Iress Fees.
7.6 To the extent the Customer (or any agent of the Customer) provides Iress with any Customer IP, the Customer grants Iress a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively include such Customer IP in connection with the provision of the Services during to the Term Customer, and agrees that it shall indemnify Iress against all Loss suffered or incurred by Iress arising out of or in connection with any claim made against Iress for no other purpose.actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the use or receipt of the Customer IP. _ __
Appears in 1 contract
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 25.1 Save as granted under this Framework Agreement, neither the Authority ESPO nor the Supplier shall acquire any right, title or interest in the other's ’s Pre-Existing Intellectual Property Rights.
42.2 25.2 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's ’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third third party.
42.3 25.3 With respect to the Supplier's ’s obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 25.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or Agreement, and any Call-Off Contract which may be entered with the Authority ESPO or Other Contracting Bodies Customers and shall maintain the same in full force and effect;
42.3.2 25.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority ESPO’s Confidential Information (held in electronic form (form) owned by or under the control of, or used by the Authority ESPO and/or Other Contracting BodiesCustomers;
42.4 25.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority ESPO on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 25.4.1 availability, provision or use of the Goods and/or Services (or any parts thereof); and
42.4.2 25.4.2 performance of the Supplier's ’s responsibilities and obligations hereunder.
42.5 25.5 The Supplier shall promptly notify the Authority ESPO if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's ’s responsibilities and obligations hereunder.
42.6 25.6 If a claim or demand is made or action brought to which Clauses 42.3 clause 25.3 and/or 42.4 25.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either:
42.6.1 25.6.1 modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies Customers to a Call-Off Contract; or
42.6.2 25.6.2 procure a licence to use the Goods and/or Services on terms that are reasonably acceptable to the Authority and ESPO; and
25.6.3 in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.
Appears in 1 contract
Samples: Framework Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect AMS agrees to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand hold harmless and defend at its own expense Distributor and its Affiliates from and against any and all liabilities, claims, proceedings, suits, demands, actionsdamages, costs, costs and expenses or money judgements (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or fees) incurred by reason or rendered against Distributor and its Affiliates arising from claims of any infringement of copyright, patents, trade marks, industrial designs or alleged infringement (including other intellectual property rights issued or subsisting under the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use laws of the Services (country in which Distributor distributes the Products under this Agreement, if notified promptly in writing and given, at AMS's cost, information, assistance and sole authority to defend or any parts thereof); and
42.4.2 performance settle the same. In case said Product is in such suit held to infringe and the use or sale of the Supplier's responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand said Product is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may applyenjoined, or in the reasonable opinion case of a settlement as referred to above, AMS shall have the Supplier is likely to be made or brought, the Supplier may (subject to Approval) option at its own expense and within expense, to procure for Distributor the right to continue using or selling said Product, or replace same with a reasonable time either:
42.6.1 non-infringing Product, or modify any or all same so it becomes non-infringing; in the event that none of the affected Services without reducing the performance and functionality previous options are commercially feasible, then AMS shall grant a refund to Distributor of the sameprice paid by Distributor for any of such Products returned to AMS by Distributor. Notwithstanding anything to the contrary above, in no event shall AMS have any liability under this Section 23 for any such claims resulting from (a) modifications to the Products by Distributor where the unmodified Products do not infringe, (b) the combination of the Products by Distributor with other products not provided or accepted (whether explicit or MEDICAL PRODUCTS DISTRIBUTION AGREEMENT Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. implicit acceptance) by AMS where the non combined Products do not infringe, or substitute alternative services of equivalent performance and functionality for any or all (c) use of the affected Services, so as to avoid Products by Distributor for purposes for which they were not intended. The foregoing states the entire liability of AMS for infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or
42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and
42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purposeby Products furnished herein.
Appears in 1 contract
Samples: Master Distribution Agreement (Aspect Medical Systems Inc)
