Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 24.1 Subject to Clause 13, each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all claims and proceedings arising directly from infringement (or alleged infringement) of any Intellectual Property Rights enforceable in any country in which Service is provided, by reason of the Customer's use of any Service or any item provided as part of the Service. As a condition of this indemnity the Indemnified Party shall: i. notify the Indemnifying Party promptly in writing of any allegation of infringement; ii. make no admission relating to the infringement; and iii. allow the Indemnifying Party to conduct all negotiations and proceedings and give the Indemnifying Party all reasonable assistance. 24.2 If at any time an allegation of infringement of the Intellectual Property Rights is made, the Indemnifying Party may at its own expense modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that any such modification does not materially affect the performance of the Service. 24.3 The indemnity in Clause 24.1 does not apply to infringements occasioned by the Indemnified Party's use of the Service, or any item provided as part of the Service, in conjunction with other apparatus or software not supplied by the Indemnifying Party or to infringements occasioned by designs or specifications made by the Indemnified Party. The Indemnified Party shall indemnify the Indemnifying Party against claims, proceedings and expenses arising from such infringements.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 24.1 26.1 Subject to Clause 1315, each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all claims and proceedings arising directly from infringement (or alleged infringement) of any Intellectual Property Rights enforceable in any country in which Service is provided, by reason of the Customer's use of any Service or any item provided as part of the Service. As a condition of this indemnity the Indemnified Party shall: i. notify the Indemnifying Party promptly in writing of any allegation of infringement; ii. make no admission relating to the infringement; and iii. allow the Indemnifying Party to conduct all negotiations and proceedings and give the Indemnifying Party all reasonable assistance. 24.2 26.2 If at any time an allegation of infringement of the Intellectual Property Rights is made, the Indemnifying Party may at its own expense modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that any such modification does not materially affect the performance of the Service. 24.3 26.3 The indemnity in Clause 24.1 26.1 does not apply to infringements occasioned by the Indemnified Party's use of the Service, or any item provided as part of the Service, in conjunction with other apparatus or software not supplied by the Indemnifying Party or to infringements occasioned by designs or specifications made by the Indemnified Party. The Indemnified Party shall indemnify the Indemnifying Party against claims, proceedings and expenses arising from such infringements.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 24.1 25.1. Subject to Clause 13, each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all claims and proceedings arising directly from infringement (or alleged infringement) of any Intellectual Property Rights enforceable in any country in which Service is providedRights, by reason of the Customer's use of any Service or any item provided as part of the Service. As a condition of this indemnity indemnity, the Indemnified Party shall: i. (a) notify the Indemnifying Party promptly in writing of any allegation of infringement; ii. (b) make no admission relating to the infringement; and iii. (c) allow the Indemnifying Party to conduct all negotiations and proceedings and give the Indemnifying Party all reasonable assistance. 24.2 25.2. If at any time an allegation of infringement of the Intellectual Property Rights rights is mademade by the Operator, Voxbone as the Indemnifying Party may at its own expense modify the ServiceServices, or any item provided as part of the ServiceServices, so as to avoid the infringement, provided that any such modification does not materially affect the performance of the Service. 24.3 25.3. The indemnity in Clause 24.1 26.1 does not apply to infringements occasioned by the Indemnified Party's Operator’s use of the ServiceServices, or any item provided as part of the Service, in conjunction with other apparatus or software not supplied by the Indemnifying Party Voxbone or to infringements occasioned by designs or specifications made by the Indemnified PartyOperator. The Indemnified Party Operator shall indemnify the Indemnifying Party indemnifyVoxbone against claims, proceedings and expenses arising from such infringements.. Clause 13 shall not apply to this Clause 25.3

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 24.1 Subject 23.1. The Parties agree to Clause 13indemnify each other from and against any and all claims, each liabilities (both joint and several), losses, damages, costs and expenses (including any fines, legal expenses on an indemnity basis, expert witness fees, expenses and costs of settlement) arising out of or in connection with any assertion by any person that the data, content, software or other material (to include Supplier Documentation) provided or supplied by the indemnifying Party (the “Indemnifying Party”) shall indemnify to the other Party or the Confidential Information provided by the indemnifying Party to the other Party infringes the Intellectual Property Rights of that person (an “IPR Claim”). 23.2. The provisions of sub-Clause 23.1 above shall not extend to the “Indemnified Party”) against all claims and proceedings arising directly from infringement (or alleged infringement) of extent that an IPR Claim arises because any Intellectual Property Rights enforceable in any country in which Service is providedor Confidential Information has been modified or has been used incorrectly (namely not for its intended use, by reason outside the scope of the Customer's use of Services or otherwise outside the scope for which it was supplied) by the indemnitee Party or has been used by the indemnitee Party in conjunction with any Service or any item provided as part of the Service. As a condition of this indemnity the Indemnified Party shall: i. notify the Indemnifying Party promptly in writing of any allegation of infringement; ii. make no admission relating to the infringement; and iii. allow the Indemnifying Party to conduct all negotiations and proceedings and give the Indemnifying Party all reasonable assistance. 24.2 If at any time an allegation of infringement of the other Intellectual Property Rights or Confidential Information not approved by the indemnifying Party. 23.3. If any material or Confidential Information becomes the subject of an IPR Claim under this Clause 23 (INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION), or in the indemnifying Party’s opinion is madelikely to become the subject of such a claim, then the Indemnifying indemnifying Party may shall use its reasonable endeavours to, at its own expense expense, either: (a) modify the Service, material or Confidential Information to make it non-infringing or cure any item provided as part claimed misuse of the Service, so as to avoid the infringementthird party’s trade secrets, provided that any such modification does not materially adversely affect the performance functionality of the Servicematerial; (b) procure for the indemnitee Party the right to continue using the material or Confidential Information; or (c) replace the material or Confidential Information with substantially equivalent material or Confidential Information that is non-infringing or that is free of an IPR Claim. 24.3 The indemnity in Clause 24.1 does not apply to infringements occasioned by the Indemnified Party's use of the Service, or any item provided as part of the Service, in conjunction with other apparatus or software not supplied by the Indemnifying Party or to infringements occasioned by designs or specifications made by the Indemnified Party. The Indemnified Party shall indemnify the Indemnifying Party against claims, proceedings and expenses arising from such infringements.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 24.1 27.1 Subject to Clause 1316, each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all claims and proceedings arising directly from infringement (or alleged infringement) of any Intellectual Property Rights enforceable in any country in which Service is provided, by reason of the Customer's use of any Service or any item provided as part of the Service. As a condition of this indemnity the Indemnified Party shall: i. notify the Indemnifying Party promptly in writing of any allegation of infringement; ii. make no admission relating to the infringement; and iii. allow the Indemnifying Party to conduct all negotiations and proceedings and give the Indemnifying Party all reasonable assistance. 24.2 27.2 If at any time an allegation of infringement of the Intellectual Property Rights is made, the Indemnifying Party may at its own expense modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that any such modification does not materially affect the performance of the Service. 24.3 27.3 The indemnity in Clause 24.1 27.1 does not apply to infringements occasioned by the Indemnified Party's use of the Service, or any item provided as part of the Service, in conjunction with other apparatus or software not supplied by the Indemnifying Party or to infringements occasioned by designs or specifications made by the Indemnified Party. The Indemnified Party shall indemnify the Indemnifying Party against claims, proceedings and expenses arising from such infringements.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 24.1 26.1 Subject to Clause 1315, each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all claims and proceedings arising directly from infringement (or alleged infringement) of any Intellectual Property Rights enforceable in any country in which Service is provided, by reason of the Customer's use of any Service or any item provided as part of the Service. As a condition of this indemnity the Indemnified Party shall: i. : notify the Indemnifying Party promptly in writing of any allegation of infringement; ii. ; make no admission relating to the infringement; and iii. and allow the Indemnifying Party to conduct all negotiations and proceedings and give the Indemnifying Party all reasonable assistance. 24.2 26.2 If at any time an allegation of infringement of the Intellectual Property Rights is made, the Indemnifying Party may at its own expense modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that any such modification does not materially affect the performance of the Service. 24.3 26.3 The indemnity in Clause 24.1 26.1 does not apply to infringements occasioned by the Indemnified Party's use of the Service, or any item provided as part of the Service, in conjunction with other apparatus or software not supplied by the Indemnifying Party or to infringements occasioned by designs or specifications made by the Indemnified Party. The Indemnified Party shall indemnify the Indemnifying Party against claims, proceedings and expenses arising from such infringements.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 24.1 26.1 Subject to Clause 1315, each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all claims and proceedings arising directly from infringement (or alleged infringement) of any Intellectual Property Rights enforceable in any country in which Service is provided, by reason of the Customer's use of any Service or any item provided as part of the Service. As a condition of this indemnity indemnify the Indemnified Party shall: i. notify the Indemnifying Party promptly in writing of any allegation of infringement; ii. make no admission relating to the infringement; and iii. allow the Indemnifying Party to conduct all negotiations and proceedings and give the Indemnifying Party all reasonable assistance. 24.2 26.2 If at any time an allegation of infringement of the Intellectual Property Rights is made, the Indemnifying Party may at its own expense modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that any such modification does not materially affect the performance of the Service. 24.3 26.3 The indemnity in Clause 24.1 26.1 does not apply to infringements occasioned by the Indemnified Party's use of the Service, or any item provided as part of the Service, in conjunction with other apparatus or software not supplied by the Indemnifying Party or to infringements occasioned by designs or specifications made by the Indemnified Party. The Indemnified Party shall indemnify the Indemnifying Party against claims, proceedings and expenses arising from such infringements.