Common use of Intellectual Property Rights Warranty Clause in Contracts

Intellectual Property Rights Warranty. (1) The Contractor warrants that: (a) GCPHN's use of the Contract Material and the Contractor Material (the Warranted Material) will not infringe the Intellectual Property Rights or Moral Rights of any person; and (b) it has the necessary rights to vest the Intellectual Property Rights and grant the licences as provided in this Clause 7. (2) If a third party claims, or GCPHN believes that a third party is likely to claim, that all or part of the Warranted Material infringes the third party's Intellectual Property Rights, in addition to the indemnity under Clause 10 and to any other rights GCPHN may have, the Contractor must promptly and at its own expense: (a) use its best efforts to secure the rights for GCPHN to continue to use the affected Warranted Material; or (b) replace or modify the Warranted Material in a manner acceptable to GCPHN so that it becomes non-infringing.