INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 You acknowledge and agree that any and all IP Rights which subsist in or arise in connection with the Deliverables, including any and all IP Rights which may arise during the course of the Agreement in connection with developments of or modifications to the Software, with the exception of the Materials and Your Data, belong to us and/or our third party suppliers/licensors and that you shall have no right in or to the Deliverables save the right to use them as permitted by the Agreement. 10.2 You shall own all rights, title and interest in and to all of Your Data and the Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and the Materials and the means by which you acquired same. 10.3 You shall use reasonable endeavours to prevent any infringement of the IP Rights in the Deliverables and shall promptly report to us any such infringement that comes to your attention. 10.4 If any third party makes a claim against you that the Deliverables infringe its UK IP Rights effective as of the Licence Date, other than infringements referred to in Clause 10.8, we shall indemnify you. To obtain this protection, you must: (a) notify us promptly in reasonable detail in writing not later than 30 days after you receive notice of the claim, or sooner if required by applicable law; (b) give us sole control of the defence and any settlement negotiations; and (c) give us the information, authority, and assistance we need to defend or settle the claim. This indemnity shall be subject to the ultimate cap on our liability contained within the General Terms, in particular clause 11 thereof. The foregoing states your sole and exclusive right and remedy, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability in respect of the infringement of any third party IP Rights of any nature. 10.5 If we believe that the Deliverables infringe or may infringe the IP Rights of any third party, we may choose to either modify the Software or obtain a licence to allow for continued use, or if these alternatives are not commercially reasonable, we may terminate the Agreement and refund any applicable Charges (or part thereof) you have paid for the Deliverables (less an amount in consideration of your use prior to such termination). For the avoidance of doubt, this indemnity shall not apply where the claim in question is attributable to the possession, use, development, modification or maintenance of the Deliverables (or any part thereof) by you other than in accordance with the terms of the Agreement, or use of a non-current release of the Software. Clauses 10.4 and 10.5 provide you with your exclusive remedy for any infringement claims or damages. 10.6 We acknowledge that any and all IP Rights which subsist in or arise in connection with the Materials and Your Data belong to you and/or your third party licensors/suppliers. 10.7 You also hereby expressly warrant that you own the IP Rights in all such Materials, or that, where such IP Rights are held by third parties, you are permitted to use and supply the Materials to us for the purposes specified in the Agreement, and that you are entitled to use the Software for the purposes contemplated by the Agreement, and that in so doing, or in fulfilling any of your or our obligations or enforcing any of your or our rights under the Agreement neither we nor you will in any way infringe such third party IP Rights. 10.8 If any third party brings an action or makes a claim against us (or any of our third party sub-contractors) that the Materials infringe its Intellectual Property Rights, you shall indemnify us and/or any such sub-contractor against all losses, damages and expenses in respect of any such action or claim. To obtain this protection, we must: (a) notify you promptly giving reasonable detail in writing, no later than 30 days after we receive notice of the claim, or sooner if required by applicable law; (b) give you sole control of the defence and any settlement negotiations; and (c) give you the information, authority and assistance you need to defend against or settle the claim. 10.9 You shall defend, indemnify and hold us harmless against all or any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your and/or the Authorised Users’ use of the Deliverables including for any liability, damages, costs or claims incurred by us due to (a) your
Appears in 2 contracts
Samples: Telecommunications, Telecommunications
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 You acknowledge 14.1 The Company warrants that the Licensed Program Materials (excluding Third Party Software for which no warranty is given) do not infringe the intellectual property rights of any third party.
14.2 Subject to clause 13, the Company shall indemnify the Licensee against all damages (excluding consequential damages), costs, charges and agree that expenses arising from or incurred by reason of any and all IP Rights which subsist infringement or alleged infringement of copyright or any other intellectual property right in or arise in connection with the Deliverables, including any and all IP Rights which may arise during the course consequence of the Agreement in connection with developments authorised use or possession of or modifications the Licensed Program Materials (excluding Third Party Software for which no indemnity is given) by the Licensee under this Agreement, subject to the Softwarefollowing:
14.2.1 the Licensee shall promptly notify the Company in writing of any alleged infringement of which it has notice;
14.2.2 the Licensee makes no admissions without the Company's prior written consent;
14.2.3 the Licensee, with at the exception of Company's request and expense shall allow the Materials and Your Data, belong Company to us conduct all negotiations and/or our third party suppliers/licensors and that you litigation and/or settle any claim. The Licensee shall have no right give the Company all reasonable assistance. The costs incurred or recovered in such negotiations or settled claim shall be for the Company's account; and
14.2.4 the Company shall not be liable in any event to the Deliverables save the right to use them as permitted by the Agreement.
10.2 You shall own all rights, title and interest in and to all of Your Data and the Materials and shall have sole responsibility Licensee for the legality, reliability, integrity, accuracy and quality of Your Data and the Materials and the means by which you acquired same.
10.3 You shall use reasonable endeavours to prevent any infringement of the IP Rights in the Deliverables and shall promptly report to us any such infringement that comes or alleged infringement to your attentionthe extent it results from Data or information supplied, used or inserted by the Licensee in or with the Licensed Program Materials.
10.4 14.3 If at any third party makes a claim against you that the Deliverables infringe its UK IP Rights effective as time an allegation of the Licence Date, infringement of copyright or any other than infringements referred to in Clause 10.8, we shall indemnify you. To obtain this protection, you must: (a) notify us promptly in reasonable detail in writing not later than 30 days after you receive notice of the claim, or sooner if required by applicable law; (b) give us sole control of the defence and any settlement negotiations; and (c) give us the information, authority, and assistance we need to defend or settle the claim. This indemnity shall be subject to the ultimate cap on our liability contained within the General Terms, in particular clause 11 thereof. The foregoing states your sole and exclusive intellectual property right and remedy, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability is made in respect of the infringement Licensed Program Materials, or if in the Company's reasonable opinion such an allegation is likely to be made, or a court of any third party IP Rights of any nature.
10.5 If we believe competent jurisdiction determines that the Deliverables Licensed Program Materials do infringe or may infringe the IP Rights of any third party, we 's copyright or other intellectual property right then the Company may choose at its own expense modify or replace the Licensed Program Materials so as to either modify avoid the Software infringement (provided the modified software or obtain replacement does not entail a licence to allow for continued use, material deterioration in performance or if these alternatives are not commercially reasonable, we may terminate functionality) or shall procure the Agreement and refund any applicable Charges (or part thereof) you have paid right for the Deliverables (less an amount in consideration of your use prior Licensee to such termination). For the avoidance of doubt, this indemnity shall not apply where the claim in question is attributable to the possession, use, development, modification or maintenance of the Deliverables (or any part thereof) by you other than in accordance with the terms of the Agreement, or use of a non-current release of the Software. Clauses 10.4 and 10.5 provide you with your exclusive remedy for any infringement claims or damages.
10.6 We acknowledge that any and all IP Rights which subsist in or arise in connection with the Materials and Your Data belong to you and/or your third party licensors/suppliers.
10.7 You also hereby expressly warrant that you own the IP Rights in all such Materials, or that, where such IP Rights are held by third parties, you are permitted to use and supply the Materials to us for the purposes specified in the Agreement, and that you are entitled continue to use the Software for the purposes contemplated by the Agreement, and that in so doing, or in fulfilling any of your or our obligations or enforcing any of your or our rights under the Agreement neither we nor you will in any way infringe such third party IP RightsLicensed Program Materials.
10.8 14.4 If any third the solutions offered in Clause 15.3 cannot be achieved, either party brings an action or makes a claim against us (or any of our third party sub-contractors) that the Materials infringe its Intellectual Property Rights, you shall indemnify us and/or any such sub-contractor against all losses, damages and expenses in respect of any such action or claim. To obtain may terminate this protection, we must: (a) notify you promptly giving reasonable detail in writing, no later than 30 days after we receive notice of the claim, or sooner if required by applicable law; (b) give you sole control of the defence and any settlement negotiations; and (c) give you the information, authority and assistance you need to defend against or settle the claimAgreement immediately upon written notice.
10.9 You shall defend, indemnify and hold us harmless against all or any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your and/or the Authorised Users’ use of the Deliverables including for any liability, damages, costs or claims incurred by us due to (a) your
Appears in 1 contract
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 You acknowledge and agree that any and all IP Rights which subsist in or arise in connection with the Deliverables, including any and all IP Rights which may arise during the course of the Agreement in connection with developments of or modifications to the Software, with the exception of the Materials and Your Data, belong to us and/or our third party suppliers/licensors and that you shall have no right in or to the Deliverables save the right to use them as permitted by the Agreement.
10.2 You shall own all rights, title and interest in and to all of Your Data and the Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and the Materials and the means by which you acquired same.
10.3 You shall use reasonable endeavours to prevent any infringement of the IP Rights in the Deliverables and shall promptly report to us any such infringement that comes to your attention.
10.4 If any third party makes a claim against you that the Deliverables infringe its UK IP Rights effective as of the Licence Date, other than infringements referred to in Clause 10.8, we shall indemnify you. To obtain this protection, you must: (a) notify us promptly in reasonable detail in writing not later than 30 days after you receive notice of the claim, or sooner if required by applicable law; (b) give us sole control of the defence and any settlement negotiations; and (c) give us the information, authority, and assistance we need to defend or settle the claim. This indemnity shall be subject to the ultimate cap on our liability contained within the General Terms, in particular clause 11 thereof. The foregoing states your sole and exclusive right and remedy, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability in respect of the infringement of any third party IP Rights of any nature.
10.5 If we believe that the Deliverables infringe or may infringe the IP Rights of any third party, we may choose to either modify the Software or obtain a licence to allow for continued use, or if these alternatives are not commercially reasonable, we may terminate the Agreement and refund any applicable Charges (or part thereof) you have paid for the Deliverables (less an amount in consideration of your use prior to such termination). For the avoidance of doubt, this indemnity shall not apply where the claim in question is attributable to the possession, use, development, modification or maintenance of the Deliverables (or any part thereof) by you other than in accordance with the terms of the Agreement, or use of a non-current release of the Software. Clauses 10.4 and 10.5 provide you with your exclusive remedy for any infringement claims or damages.
10.6 We acknowledge that any and all IP Rights which subsist in or arise in connection with the Materials and Your Data belong to you and/or your third party licensors/suppliers.
10.7 You also hereby expressly warrant that you own the IP Rights in all such Materials, or that, where such IP Rights are held by third parties, you are permitted to use and supply the Materials to us for the purposes specified in the Agreement, and that you are entitled to use the Software for the purposes contemplated by the Agreement, and that in so doing, or in fulfilling any of your or our obligations or enforcing any of your or our rights under the Agreement neither we nor you will in any way infringe such third party IP Rights.
10.8 If any third party brings an action or makes a claim against us (or any of our third party sub-contractors) that the Materials infringe its Intellectual Property Rights, you shall indemnify us and/or any such sub-contractor against all losses, damages and expenses in respect of any such action or claim. To obtain this protection, we must: (a) notify you promptly giving reasonable detail in writing, no later than 30 days after we receive notice of the claim, or sooner if required by applicable law; (b) give you sole control of the defence and any settlement negotiations; and (c) give you the information, authority and assistance you need to defend against or settle the claim.
10.9 You shall defend, indemnify and hold us harmless against all or any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your and/or the Authorised Users’ use of the Deliverables including for any liability, damages, costs or claims incurred by us due to (a) youryour use of the Deliverables for any purpose outside of the Purpose, (b) otherwise arising in respect of Your Data.
Appears in 1 contract
Samples: Software License Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 7.1 If any Licensed Materials are held or alleged to infringe any intellectual property rights, SBS shall have the option, at its own expense, to (i) obtain for You acknowledge and agree that any and all IP Rights which subsist in or arise in connection with the Deliverables, including any and all IP Rights which may arise during right under the course relevant intellectual property right to continue using the affected Licensed Materials; (ii) replace the relevant part of the Agreement in connection Licensed Materials with developments of or modifications to a non-infringing replacement; (iii) modify the Software, with the exception relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and Your Dataaccept return of the same. SBS shall, belong to us and/or our third party suppliers/licensors and that you shall have no right in or to the Deliverables save the right to use them as permitted by the Agreement.
10.2 You shall own however, at all rights, title and interest in and to all of Your Data and the Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and the Materials and the means by which you acquired same.
10.3 You shall times use reasonable endeavours to prevent ensure that You are left with operational and functionally equivalent Licensed Materials.
7.2 SBS shall not be liable for any loss, costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with Your requests; (ii) incorporation of Your or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by SBS; (iv) Your Use of other than the IP Rights latest supported releases of any Licensed Materials (if such release has been made available to You); (v) Your Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction by You. In this regard, you agree to indemnify and hold SBS (which shall include SAGE, any of its employees, agents, contractors, and officers harmless from any claim or demand (including legal and other professional costs) made by a third party owing to or arising out of Your breach of this Agreement or Your infringement of any applicable laws or rights of a third party.
7.3 You must immediately inform SBS of any claim or action brought against You on the issue of infringement of any copyright and other intellectual property rights in the Deliverables and shall promptly report to us any such infringement that comes to your attentionLicensed Materials.
10.4 If any third party makes a claim against you that 7.4 The preceding clauses 7.1 to 7.4 (inclusive) states the Deliverables infringe its UK IP Rights effective as entire liability of the Licence Date, other than infringements referred SAGE to in Clause 10.8, we shall indemnify you. To obtain this protection, you must: (a) notify us promptly in reasonable detail in writing not later than 30 days after you receive notice of the claim, or sooner if required by applicable law; (b) give us sole control of the defence and any settlement negotiations; and (c) give us the information, authority, and assistance we need to defend or settle the claim. This indemnity shall be subject to the ultimate cap on our liability contained within the General Terms, in particular clause 11 thereof. The foregoing states your sole and exclusive right and remedy, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability You in respect of infringement or alleged infringement by the infringement Licensed Materials of any third party IP Rights of any nature.
10.5 If we believe that the Deliverables infringe or may infringe the IP Rights intellectual property rights of any third party, we may choose to either modify the Software or obtain a licence to allow for continued use, or if these alternatives are not commercially reasonable, we may terminate the Agreement and refund any applicable Charges (or part thereof) you have paid for the Deliverables (less an amount in consideration of your use prior to such termination). For the avoidance of doubt, this indemnity shall not apply where the claim in question is attributable to the possession, use, development, modification or maintenance of the Deliverables (or any part thereof) by you other than in accordance with the terms of the Agreement, or use of a non-current release of the Software. Clauses 10.4 and 10.5 provide you with your exclusive remedy for any infringement claims or damages.
10.6 We acknowledge that any and all IP Rights which subsist in or arise in connection with the Materials and Your Data belong to you and/or your third party licensors/suppliers.
10.7 You also hereby expressly warrant that you own the IP Rights in all such Materials, or that, where such IP Rights are held by third parties, you are permitted to use and supply the Materials to us for the purposes specified in the Agreement, and that you are entitled to use the Software for the purposes contemplated by the Agreement, and that in so doing, or in fulfilling any of your or our obligations or enforcing any of your or our rights under the Agreement neither we nor you will in any way infringe such third party IP Rights.
10.8 If any third party brings an action or makes a claim against us (or any of our third party sub-contractors) that the Materials infringe its Intellectual Property Rights, you shall indemnify us and/or any such sub-contractor against all losses, damages and expenses in respect of any such action or claim. To obtain this protection, we must: (a) notify you promptly giving reasonable detail in writing, no later than 30 days after we receive notice of the claim, or sooner if required by applicable law; (b) give you sole control of the defence and any settlement negotiations; and (c) give you the information, authority and assistance you need to defend against or settle the claim.
10.9 You shall defend, indemnify and hold us harmless against all or any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your and/or the Authorised Users’ use of the Deliverables including for any liability, damages, costs or claims incurred by us due to (a) your
Appears in 1 contract
Samples: End User License Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 You acknowledge and agree that any and all IP Rights which subsist in or arise in connection with the Deliverables, including any and all IP Rights which may arise during the course of the Agreement in connection with developments of or modifications to the Software, with the exception of the Materials and Your Data, belong to us and/or our third party suppliers/licensors and that you shall have no right in or to the Deliverables save the right to use them as permitted by the Agreement.
10.2 You shall own all rights, title and interest in and to all of Your Data and the Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and the Materials and the means by which you acquired same.
10.3 You shall use reasonable endeavours to prevent any infringement of the IP Rights in the Deliverables and shall promptly report to us any such infringement that comes to your attention.
10.4 If any third party makes a claim against you that the Deliverables infringe its UK IP Rights effective as of the Licence Date, other than infringements referred to in Clause 10.8, we shall indemnify you. To obtain this protection, you must: (a) notify us promptly in reasonable detail in writing not later than 30 days after you receive notice of the claim, or sooner if required by applicable law; (b) give us sole control of the defence and any settlement negotiations; and (c) give us the information, authority, and assistance we need to defend or settle the claim. This indemnity shall be subject to the ultimate cap on our liability contained within the General Terms, in particular clause 11 thereof. The foregoing states your sole and exclusive right and remedy, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability in respect of the infringement of any third party IP Rights of any nature.
10.5 If we believe that the Deliverables infringe or may infringe the IP Rights of any third party, we may choose to either modify the Software or obtain a licence to allow for continued use, or if these alternatives are not commercially reasonable, we may terminate the Agreement and refund any applicable Charges (or part thereof) you have paid for the Deliverables (less an amount in consideration of your use prior to such termination). For the avoidance of doubt, this indemnity shall not apply where the claim in question is attributable to the possession, use, development, modification or maintenance of the Deliverables (or any part thereof) by you other than in accordance with the terms of the Agreement, or use of a non-current release of the Software. Clauses 10.4 and 10.5 provide you with your exclusive remedy for any infringement claims or damages.
10.6 We acknowledge that any and all IP Rights which subsist in or arise in connection with the Materials and Your Data belong to you and/or your third party licensors/suppliers.
10.7 You also hereby expressly warrant that you own the IP Rights in all such Materials, or that, where such IP Rights are held by third parties, you are permitted to use and supply the Materials to us for the purposes specified in the Agreement, and that you are entitled to use the Software for the purposes contemplated by the Agreement, and that in so doing, or in fulfilling any of your or our obligations or enforcing any of your or our rights under the Agreement neither we nor you will in any way infringe such third party IP Rights.
10.8 If any third party brings an action or makes a claim against us (or any of our third party sub-contractors) that the Materials infringe its Intellectual Property Rights, you shall indemnify us and/or any such sub-contractor against all losses, damages and expenses in respect of any such action or claim. To obtain this protection, we must: (a) notify you promptly giving reasonable detail in writing, no later than 30 days after we receive notice of the claim, or sooner if required by applicable law; (b) give you sole control of the defence and any settlement negotiations; and (c) give you the information, authority and assistance you need to defend against or settle the claim.
10.9 You shall defend, indemnify and hold harmless you against any claim or proceeding brought against you to the extent that claim or proceeding alleges that your use of the Geneious Subscription Services or the Geneious Software in accordance with this Agreement constitutes an infringement of a third party’s Intellectual Property Rights (“IP Claim”). Each indemnity is subject to you: i promptly notifying us harmless against all in writing of the IP Claim; ii making no admission of liability and not otherwise prejudicing or any claimssettling the IP Claim, actions, proceedings, losses, damages, expenses without our prior written consent; and iii giving us complete authority and information required for us to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs (including without limitation court costs and reasonable legal fees) arising out of incurred or recovered are for our account. b Each indemnity in clause 8.8a does not apply to the extent that an IP Claim arises from or in connection with your and/or with:
i a breach of this Agreement by you; ii modification or alteration of the Authorised Users’ Geneious Subscription Services or the Geneious Software by any person other than Biomatters and not otherwise authorized in writing by us; iii use of the Deliverables including Geneious Subscription Services or the Geneious Software in a manner or for a purpose not reasonably contemplated by this Agreement and not otherwise authorized in writing by us; or iv any liabilityThird Party Databases or other third party items made available under clause 3.1; or v any third party data or any Customer Data; vi your failure to use the most recent version of any Geneious Software made available by us; or vii the combination or use of the Geneious Subscription Services or the Geneious Software with any other device, damagesservice, costs software or claims incurred system not provided by us due if such infringement would not have arisen but for that combination or use. c If at any time an IP Claim is made, or in our reasonable opinion is likely to be made, then in defense or settlement of the IP Claim, we may (a) yourat our option): i obtain for you the right to continue using the items which are the subject of the IP Claim; or ii modify, re-perform or replace the items which are the subject of the IP Claim so they become non-infringing, provided that the modified, re-performed or replaced item does not materially adversely affect the functionality of the Geneious Subscription Services.
Appears in 1 contract
Samples: Terms of Service
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 You acknowledge and agree that any and all IP Rights which subsist in or arise in connection with the Deliverables, including any and all IP Rights which may arise during the course of the Agreement in connection with developments of or modifications 17.1 Subject to the Software, with the exception of the Materials and Your Data, belong to us and/or our third party suppliers/licensors and that you shall have no right in or to the Deliverables save the right to use them as permitted by the Agreement.
10.2 You shall own all rights, title and interest in and to all of Your Data and the Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and the Materials and the means by which you acquired same.
10.3 You shall use reasonable endeavours to prevent any infringement of the IP Rights in the Deliverables and shall promptly report to us any such infringement that comes to your attention.
10.4 If any third party makes a claim against you that the Deliverables infringe its UK IP Rights effective as of the Licence Date, other than infringements referred to limitations in Clause 10.813, we the Licensor shall indemnify you. To obtain this protection, you must: (a) notify us promptly in reasonable detail in writing not later than 30 days after you receive notice of the claim, or sooner if required by applicable law; (b) give us sole control of the defence and any settlement negotiations; and (c) give us the information, authority, and assistance we need to defend or settle the claim. This indemnity shall be subject to the ultimate cap on our liability contained within the General Terms, in particular clause 11 thereof. The foregoing states your sole and exclusive right and remedy, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability in respect of the infringement of any third party IP Rights of any nature.
10.5 If we believe that the Deliverables infringe or may infringe the IP Rights of any third party, we may choose to either modify the Software or obtain a licence to allow for continued use, or if these alternatives are not commercially reasonable, we may terminate the Agreement and refund any applicable Charges (or part thereof) you have paid for the Deliverables (less an amount in consideration of your use prior to such termination). For the avoidance of doubt, this indemnity shall not apply where the claim in question is attributable to the possession, use, development, modification or maintenance of the Deliverables (or any part thereof) by you other than in accordance with the terms of the Agreement, or use of a non-current release of the Software. Clauses 10.4 and 10.5 provide you with your exclusive remedy for any infringement claims or damages.
10.6 We acknowledge that any and all IP Rights which subsist in or arise in connection with the Materials and Your Data belong to you and/or your third party licensors/suppliers.
10.7 You also hereby expressly warrant that you own the IP Rights in all such Materials, or that, where such IP Rights are held by third parties, you are permitted to use and supply the Materials to us for the purposes specified in the Agreement, and that you are entitled to use the Software for the purposes contemplated by the Agreement, and that in so doing, or in fulfilling any of your or our obligations or enforcing any of your or our rights under the Agreement neither we nor you will in any way infringe such third party IP Rights.
10.8 If any third party brings an action or makes a claim against us (or any of our third party sub-contractors) that the Materials infringe its Intellectual Property Rights, you shall indemnify us and/or any such sub-contractor Licensee against all lossesliabilities, costs, expenses, damages and expenses in respect of losses (including any such action direct, indirect or claim. To obtain this protection, we must: (a) notify you promptly giving reasonable detail in writing, no later than 30 days after we receive notice of the claim, or sooner if required by applicable law; (b) give you sole control of the defence and any settlement negotiations; and (c) give you the information, authority and assistance you need to defend against or settle the claim.
10.9 You shall defend, indemnify and hold us harmless against all or any claims, actions, proceedings, consequential losses, damagesloss of profit, expenses loss of reputation and costs (including without limitation court all interest, penalties and legal and other reasonable professional costs and reasonable legal feesexpenses) suffered or incurred by the Licensee arising out of or in connection with your and/or any claim made against the Authorised Users’ Licensee for the actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with use of the Deliverables including Licensed Program Materials.
17.2 The Licensee shall notify the Licensor as soon as possible if a third party makes a claim, or signals an intention to make a claim against the Licensee which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”). The Licensee’s failure to do so shall not invalidate this indemnity.
17.3 The Licensee reserves the right to respond, defend, oppose and resolve any Claim at the Licensor’s expense if the Licensor fails, for whatever reason, to respond to, defend, oppose and resolve any liabilityClaim in a manner acceptable to the Licensee.
17.4 If a Party defends or settles the Claim, damagesthen it shall: Cyber Media Solutions Ltd. Audience Engagement Platform G-Cloud 13 Software as a Service Agreement • Observe all reasonable directions given by the other in relation to that defence (at the Licensor’s expense) or negotiations for settlement of the Claim and will not settle such a claim without the other Party's prior written consent, costs (such consent not to be unreasonably conditioned, withheld or claims incurred by us due delayed); • Promptly and diligently defend the Claim; • Keep the other Party regularly informed of its progress and strategy for defending the Claim; and • Provide reasonable assistance to (a) yourthe other Party as may be necessary to defend the Claim, at the Licensor’s expense.
Appears in 1 contract
Samples: Software as a Service Agreement
