Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 In the event that proceedings are commenced or threatened by an unaffiliated third party against the Customer or a Related Body Corporate (a “Claim”) alleging that the Customer’s or Re- lated Body Corporate’s use of the Solution as expressly allowed by this Agreement constitutes an infringement of Intellectual Property Rights and subject to clauses 13.2 and 13.4, the Supplier will defend at its expense and indemnify and hold the Custom- er and the Related Bodies Corporate where relevant (“Indemnitees”) harmless from any Claim by paying any liabilities or damages that are finally awarded against the Indemnitees, or agreed with the Supplier in settlement, with respect to any such Claim. The Customer or Related Body Corpo- rate, as the case may be, will provide all reasonable cooperation, information and assistance to the Supplier in the conduct of the defence of such proceedings. 13.2 The Supplier’s obligations under clause 13.1 are contingent on the Customer notifying the Supplier immediately in writing of the Claim and allowing the Supplier to conduct the defence and/or settlement of any such Claim. 13.3 Notwithstanding clause 13.2, the Customer will have the right to participate in such defence or settlement with counsel of its own selection at its sole expense. 13.4 Without limitation to the Supplier’s obligations under clause 13.1, if and to the extent that a Claim is made and there is a reasonable basis for the Claim, the Supplier will, at its expense and in its sole discretion: (a) use commercially reasonable efforts to obtain for the Customer the right to the continued use of the Solution in accordance with this Agreement; or (b) use commercially reasonable efforts to replace or modify the Solution so that the alleged infringement ceases and the replacement or modified Solution provides the Customer with the substantially equivalent functionality and performance as provided for under this Agreement; or (c) terminate the License to the infringing Solution and refund the portion of the Annual Fee, on a pro rata basis, in respect of the infringing Solution or portion thereof in the event the Supplier is unable to secure a continuing right to use the Solution in accordance with (a) above or the re- placement or modification of the Solution in accordance with (b) above. 13.5 The Supplier will have no liability or obligation to indemnify the Indemnitees for any Claim based on: (a) the unauthorised use or modification of the Solution or the combination of the Solution (in whole or part) with any other software or equipment by the Customer if such alleged infringement would not have occurred without such use, modification or combination; (b) Customer’s continuing use of the Solution after receiving notice that the Solution infringes Intellectual Property Rights of a third party; (c) use of a superseded version of the Solution if the infringement or violation would have been avoided or mitigated by the use of a subsequent version or update of the Solution that is provid- ed or made available to the Customer; or (d) use of the Solution after the Supplier has provided the Customer with a suitable replacement or modification in accordance with clause 13.4(b). 13.6 This clause sets out the entire liability of and obligations of the Supplier to the Customer or a Related Body Corporate, and the entire remedy of Customer and its Related Bodies Corporate, with respect to infringement or other violation of any Intellectual Property Rights of a third party.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 In the event that proceedings are commenced or threatened by an unaffiliated third party against the Customer or a Related Body Corporate (a “Claim”) alleging that the Customer’s or Re- lated Related Body Corporate’s use of the Solution as expressly allowed by this Agreement constitutes an infringement of Intellectual Property Rights and subject to clauses 13.2 and 13.4, the Supplier will defend at its expense and indemnify and hold the Custom- er Customer and the Related Bodies Corporate where relevant (“Indemnitees”) harmless from any Claim by paying any liabilities or damages that are finally awarded against the Indemnitees, or agreed with the Supplier in settlement, with respect to any such Claim. The Customer or Related Body Corpo- rateCorporate, as the case may be, will provide all reasonable cooperationco- operation, information and assistance to the Supplier in the conduct of the defence of such proceedings. 13.2 The Supplier’s obligations under clause 13.1 are contingent on the Customer notifying the Supplier immediately in writing of the Claim and allowing the Supplier to conduct the defence and/or settlement of any such Claim. 13.3 Notwithstanding clause 13.2, the Customer will have the right to participate in such defence or settlement with counsel of its own selection at its sole expense. 13.4 Without limitation to the Supplier’s obligations under clause 13.1, if and to the extent that a Claim is made and there is a reasonable basis for the Claim, the Supplier will, at its expense and in its sole discretion: (a) use commercially reasonable efforts to obtain for the Customer the right to the continued use of the Solution in accordance with this Agreement; or (b) use commercially reasonable efforts to replace or modify the Solution so that the alleged infringement ceases and the replacement or modified Solution provides the Customer with the substantially equivalent functionality and performance as provided for under this Agreement; or (c) terminate the License to the infringing Solution and refund the portion of the Annual Fee, on a pro rata basis, in respect of the infringing Solution or portion thereof in the event the Supplier is unable to secure a continuing right to use the Solution in accordance with (a) above or the re- placement replacement or modification of the Solution in accordance with (b) above. 13.5 The Supplier will have no liability or obligation to indemnify the Indemnitees for any Claim based on: (a) the unauthorised use or modification of the Solution or the combination of the Solution (in whole or part) with any other software or equipment by the Customer if such alleged infringement would not have occurred without such use, modification or combination; (b) Customer’s continuing use of the Solution after receiving notice that the Solution infringes Intellectual Property Rights of a third party; (c) use of a superseded version of the Solution if the infringement or violation would have been avoided or mitigated by the use of a subsequent version or update of the Solution that is provid- ed provided or made available to the Customer; or (d) use of the Solution after the Supplier has provided the Customer with a suitable replacement or modification in accordance with clause 13.4(b). 13.6 This clause sets out the entire liability of and obligations of the Supplier to the Customer or a Related Body Corporate, and the entire remedy of Customer and its Related Bodies Corporate, with respect to infringement or other violation of any Intellectual Property Rights of a third party.