Common use of INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 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 Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 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; 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: availability, provision or use of the Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. 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. If a claim or demand is made or action brought to which 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: 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 Agreement; 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; 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.]

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 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 Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 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; 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 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: availability, provision or use of the Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. 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. If a claim or demand is made or action brought to which Clause 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 the Authority’s prior 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: 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 Agreement; 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; 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

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 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 Agreement Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 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; 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: availability, provision or use of the Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. 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. If a claim or demand is made or action brought to which Clause 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 the Authority’s prior Approval) at its own expense and within a reasonable time either: 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 AgreementContract; 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 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.]

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. With respect to the Supplier's Suppliers obligations under this Framework Agreement, the Supplier warrants and represents that: 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 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; 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; 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: availability, provision or use of the Goods and Services (or any parts thereof); and performance of the Supplier's ’s responsibilities and obligations hereunder. 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. If a claim or demand is made or action brought to which 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: 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 Agreement or Lease Agreement; or procure a licence to use the Goods and Services on terms that are reasonably acceptable to the Authority; and in relation to the performance of the Supplier's ’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; 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.

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 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 Agreement Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 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; 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: availability, provision or use of the Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. 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. If a claim or demand is made or action brought to which Clause 42.3 Clauses 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 the Authority’s prior Approval) at its own expense and within a reasonable time either: 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 AgreementContract; 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 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.]

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. With respect to the Supplier's Suppliers obligations under this Framework Agreement, the Supplier warrants and represents that: 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 Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 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; 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: availability, provision or use of the Goods and Services (or any parts thereof); and performance of the Supplier's ’s responsibilities and obligations hereunder. 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. If a claim or demand is made or action brought to which 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: 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 Agreement; or procure a licence to use the Goods and Services on terms that are reasonably acceptable to the Authority; and in relation to the performance of the Supplier's ’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; 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.

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. With respect AMS agrees to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 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 Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 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; The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full 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: 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); settle the same. In case said Product is in such suit held to infringe and performance the use or sale of the Supplier's responsibilities and obligations hereunder. 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. If a claim or demand is made or action brought to which Clause 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 the Authority’s prior 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: 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 Agreement; 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; 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.]

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. With respect AMS agrees to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 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 Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 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; The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full 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: 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); settle the same. In case said Product is in such suit held to infringe and performance the use or sale of the Supplier's responsibilities and obligations hereunder. 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. If a claim or demand is made or action brought to which Clause 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 the Authority’s prior 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: 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 Agreement; 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; 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.]