Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 Without prejudice to any rights or remedies of DCLG the Contractor shall indemnify and keep indemnified DCLG, its servants and agents fully against all actions, claims, proceedings, damages, legal costs, expenses and any other liabilities whatsoever arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights arising out of, in respect of or in connection with the Contract except to the extent that the infringement or alleged infringement is due to material furnished or made available to the Contractor by DCLG. This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of the Contractor. A9.2 The Contractor shall immediately notify DCLG if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of any Intellectual Property Rights which may affect the performance of the Contract. A9.3 DCLG shall immediately notify the Contractor if any claim or demand is made or action brought against DCLG for infringement or alleged infringement of any Intellectual Property Rights in connection to the Contract. A9.4 Subject to the limitation on the indemnity in Clause A9.1 in respect of material furnished or made available to the Contractor by DCLG the Contractor shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and DCLG hereby agrees to grant to the Contractor exclusive control of any such litigation and negotiations. A9.5 DCLG shall at the request and cost of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against DCLG or the Contractor for infringement or alleged infringement of any Intellectual Property Rights in connection with the performance of the Contract. A9.6 DCLG shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by DCLG or the Contractor in connection with the performance of the Contract.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 Without prejudice to any rights or remedies of DCLG ‌ 14.1 The CONTRACTOR shall fully indemnify the Contractor shall indemnify and keep indemnified DCLG, its servants and agents fully AUTHORITY against all claims, demands, actions, claims, proceedings, damages, legal costs, expenses (including but not limited to full legal costs and any other liabilities whatsoever disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including but not limited to the defence of such alleged infringement) of any Intellectual Property Rights arising out of, in respect of or Right in connection with the Contract except to Services, the extent that Deliverables or the infringement or alleged infringement is due to material furnished or made available to use thereof by the Contractor by DCLG. This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of the ContractorAUTHORITY. A9.2 14.2 The Contractor CONTRACTOR shall immediately forthwith notify DCLG the AUTHORITY if any claim or demand is made or action brought against the Contractor CONTRACTOR for infringement or alleged infringement of any Intellectual Property Rights Right which may affect the performance of Services, the ContractDeliverables and/or the use thereof by the AUTHORITY. A9.3 DCLG 14.3 The AUTHORITY shall immediately forthwith notify the Contractor CONTRACTOR if any claim or demand is made or action brought against DCLG the AUTHORITY for infringement or alleged infringement of any Intellectual Property Rights Right in connection to with the Contract. A9.4 Subject to Services, the limitation on Deliverables and/or the indemnity in Clause A9.1 in respect of material furnished or made available to use thereof by the Contractor by DCLG the Contractor shall AUTHORITY. The CONTRACTOR shall, at its own expense expense, conduct any litigation arising therefrom and all negotiations in connection therewith for settlement of the same and DCLG the AUTHORITY hereby agrees to grant to the Contractor CONTRACTOR exclusive control of any such litigation and negotiationsor the negotiations for the settlement of the same. A9.5 DCLG shall 14.4 The AUTHORITY shall, at the request and cost of the Contractor CONTRACTOR, afford to the Contractor CONTRACTOR all reasonable assistance for the purpose of contesting any such claim or demand made or action brought against DCLG the AUTHORITY or the Contractor CONTRACTOR for infringement or alleged infringement of any Intellectual Property Rights Right in connection with the performance of Services, the Contract. A9.6 DCLG Deliverables and/or the use thereof by the AUTHORITY and shall be repaid all reasonable costs and expenses (including but not limited to legal costs and disbursements on a solicitor and client basis) incurred in so doing. 14.5 The AUTHORITY shall not make any admissions which may be prejudicial regarding or attempt to settle any claims, demands or actions referred to in clause 14.1 without the defence or settlement of any CONTRACTOR’s consent. 14.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by DCLG is made in respect of the Services and/or the Deliverables or in the Contractor in connection with reasonable opinion of the CONTRACTOR is likely to be made, the CONTRACTOR may, without prejudice to the AUTHORITY’S rights under clause 14.1, at its own expense either: (A) modify or replace the Services and/or the Deliverables, without reducing the performance and functionality of the Contractsame, so as to avoid the infringement or alleged infringement and the terms herein shall apply mutatis mutandis to such modified or replaced Services and/or the Deliverables; or (B) procure a licence to use and provide the Services and/or the Deliverables on terms which are acceptable to the AUTHORITY (such acceptance not to be unreasonably withheld or delayed). 14.7 The foregoing provisions of this clause 14 and clause 15.1(M) shall not apply insofar as any such infringement, claim, demand or action is in respect of: (A) any use by or on behalf of the AUTHORITY of anything supplied by the CONTRACTOR under this Agreement in combination with any item not so supplied where such use of the item not so supplied directly gives rise to the claim, demand or action; (B) any adaptation, enhancement or modification carried out by or on behalf of the AUTHORITY to any item supplied by the CONTRACTOR under this Agreement if such adaptation, enhancement or modification is not authorised by the CONTRACTOR or is otherwise contemplated by this Agreement; (C) any use by the AUTHORITY of the Services in a manner not contemplated by this Agreement; or (D) claims and demands arising due to the AUTHORITY being in breach of the warranties in clause 15.2.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 13.1 Without prejudice to any rights or remedies of DCLG the Contractor shall indemnify and keep indemnified DCLG, its servants and agents fully against all actions, claims, proceedings, damages, legal costs, expenses and any other liabilities whatsoever arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights arising out of, in respect of or in connection with the Contract except to the extent that the infringement or alleged infringement is due to material furnished or made available to the Contractor by DCLG. This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of the Contractor. A9.2 13.2 The Contractor shall immediately notify DCLG if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of any Intellectual Property Rights which may affect the performance of the Contract. A9.3 13.3 DCLG shall immediately notify the Contractor if any claim or demand is made or action brought against DCLG for infringement or alleged infringement of any Intellectual Property Rights in connection to the Contract. A9.4 13.4 Subject to the limitation on the indemnity in Clause A9.1 11.1 in respect of material furnished or made available to the Contractor by DCLG the Contractor shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and DCLG hereby agrees to grant to the Contractor exclusive control of any such litigation and negotiations. A9.5 13.5 DCLG shall at the request and cost of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against DCLG or the Contractor for infringement or alleged infringement of any Intellectual Property Rights in connection with the performance of the Contract. A9.6 . 13.6 DCLG shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by DCLG or the Contractor in connection with the performance of the Contract.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 Without prejudice 8.2.1 Subject always to any rights or remedies the Authority's proper observance of DCLG its obligations under this clause 8.2, the Contractor shall fully indemnify and keep indemnified DCLG, its servants and agents fully the Authority against all claims, demands, actions, claims, proceedings, damages, legal costs, expenses (including but not limited to full legal costs and any other liabilities whatsoever disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including but not limited to the defence of such alleged infringement) of any Intellectual Property Rights arising out of, Right enforceable in respect the United Kingdom by the Use or possession of the Deliverables by the Authority or in connection with any Task. 8.2.2 The Authority shall forthwith notify the Contract Contractor if any claim or demand is made or action brought against the Authority for infringement or alleged infringement of any Intellectual Property Right by reason of the Use or possession of Deliverables by the Authority or in connection with any Task. The Contractor shall at its own expense conduct any litigation arising therefrom and all the negotiations in connection therewith and the Authority hereby agrees to grant the Contractor exclusive control of any such litigation or such negotiations, except to the extent that the infringement or alleged infringement is due to material furnished or made available to the Contractor by DCLG. This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of circumstances described in sub-clause 8.2.11 shall arise, the ContractorAuthority may act in accordance with the provisions specified therein. A9.2 8.2.3 The Contractor shall immediately forthwith notify DCLG the Authority if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of any Intellectual Property Rights Right which may affect the performance Use or possession of Deliverables by the ContractAuthority or which may affect any Task. A9.3 DCLG shall immediately notify the Contractor if any claim or demand is made or action brought against DCLG for infringement or alleged infringement of any Intellectual Property Rights in connection to the Contract. A9.4 Subject to the limitation on the indemnity in Clause A9.1 in respect of material furnished or made available to the Contractor by DCLG the Contractor shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and DCLG hereby agrees to grant to the Contractor exclusive control of any such litigation and negotiations. A9.5 DCLG 8.2.4 The Authority shall at the request and cost of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or such claim, demand made or action brought against DCLG or the Contractor for infringement or alleged infringement of any Intellectual Property Rights and shall be repaid all costs and expenses incurred in connection with the performance of the Contract. A9.6 DCLG so doing. 8.2.5 The Authority shall not make any admissions admissions, which may be prejudicial to the defence of such claim or settlement of any demand or action. 8.2.6 If a claim, demand or action for the infringement or alleged infringement of any Intellectual Property Right is made in respect of Deliverables or any Task or in the reasonable opinion of the Contractor is likely to be made, the Contractor may at its own expense: (a) modify or replace Deliverables or any Task without reducing the performance or functionality of the same or the System or any Sub-system, so as to avoid the infringement or the alleged infringement and the terms herein shall apply mutatis mutandis to such modified or replaced Deliverables and Task; or (b) procure a licence to use Deliverables and perform any Task on terms, which are acceptable to the Authority. 8.2.7 The foregoing provisions of this clause 8.2 shall not apply insofar as any such claim or demand or action is in respect of: (a) any Use by DCLG or on behalf of the Authority of anything supplied by the Contractor under the Contract in combination with any item not so supplied, where such combined Use directly gives rise to the claim, demand or action; or (b) any modification carried out by or on behalf of the Authority to any item supplied by the Contractor under the Contract if such modification has not been authorised by the Contractor in writing; or (c) any Use of the System not reasonably to be inferred from the Contractor Undertakings; or (d) the Authority's unreasonable refusal to use a modified or replacement System supplied pursuant to clause 8.2.6; or (e) any infringement or alleged infringement of any Intellectual Property Right arising only by reason of the Contractor's compliance with the express instructions of the Authority issued in writing after the date hereof. 8.2.8 If the Contractor has availed itself of its rights to modify Deliverables or any Task in accordance with sub-clause 8.2.6 (a) or to procure a licence in accordance with sub- clause 8.2.6 (b) and such exercise of the said rights has avoided any claim, demand or action for the infringement or alleged infringement, then the Contractor shall have no further liability thereafter under this clause 8.2 in respect of the said claim, demand or action. 8.2.9 If a replacement or modification in accordance with sub-clause 8.2.6 (a) is not possible so as to avoid the infringement or the Contractor has been unable to procure a licence in accordance with sub-clause 8.2.6 (b), the Contractor shall be liable for the full value of a replacement system, Sub-system or, where appropriate, Deliverables and any Task together with associated costs incurred in implementing such replacement. 8.2.10 The Authority hereby warrants that any instructions given in relation to the Contractor's Use of any Third Party item supplied directly or indirectly by the Authority shall not cause the Contractor to infringe any Third Party's Intellectual Property Rights in such item. 8.2.11 In the event that, due to a claim, demand or action arising from or by reason of infringement or alleged infringement of any Intellectual Property Right, the quiet enjoyment by the Authority of the System, any Sub-system, Deliverables or the results of any Task is disrupted or impaired and the Contractor: (a) has not, within seven (7) days of the commencement of such disruption or impairment commenced all appropriate and effective actions to restore to the Authority the quiet enjoyment of the System, any Sub-system, Deliverables or the results of any Task by exercising its rights in accordance with sub-clause 8.2.6; and thereafter (b) does not use all reasonable efforts to pursue such actions to restore to the Authority the quiet enjoyment of the System, any Sub-system, Deliverables or the results of any Task, the Authority may conduct negotiations and make a settlement necessary to enable the Authority to continue to use Deliverables or any Task. Such negotiations and settlement shall relate solely to the continued Use of Deliverables or the results of any Task and any settlement made by the Authority shall be expressed to be without prejudice to the conduct by the Contractor under the provisions of sub-clause 8.2.2 of any litigation arising from, or settlement of, such claim, action or demand. 8.2.12 Where any claim, action or demand, to which this clause 8.2 applies, is settled as a result of negotiations by the Authority under the provisions of sub-clause 8.2.11 above and compensation resulting from such settlement is paid to a Third Party, the Contractor shall not be required to pay by way of indemnity any sum greater than that which would be reasonably payable in settlement having regard to the circumstances of the case and in particular to the damages which might be recoverable by law. 8.2.13 The foregoing states the entire liability of the Contractor with regard to the infringement of any Intellectual Property Right by the Use or possession of Deliverables or in connection with the performance of the Contractany Task.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 Without prejudice to any rights or remedies of DCLG the Contractor shall indemnify and keep indemnified DCLG, its servants and agents fully against all actions, claims, proceedings, damages, legal costs, expenses and any other liabilities whatsoever arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights arising out of, in respect of or in connection with the Contract except to the extent that the infringement or alleged infringement is due to material furnished or made available to the Contractor by DCLG. DCLG or relates to the Third Party Work.This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of the Contractor. A9.2 The Contractor shall immediately notify DCLG if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of any Intellectual Property Rights which may affect the performance of the Contract. A9.3 DCLG shall immediately notify the Contractor if any claim or demand is made or action brought against DCLG for infringement or alleged infringement of any Intellectual Property Rights in connection to the Contract. A9.4 Subject to the limitation on the indemnity in Clause A9.1 in respect of material furnished or made available to the Contractor by DCLG the Contractor shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and DCLG hereby agrees to grant to the Contractor exclusive control of any such litigation and negotiations. A9.5 DCLG shall at the request and cost of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against DCLG or the Contractor for infringement or alleged infringement of any Intellectual Property Rights in connection with the performance of the Contract. A9.6 DCLG shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by DCLG or the Contractor in connection with the performance of the Contract.