Common use of Intellectual Property Warranties Clause in Contracts

Intellectual Property Warranties. 13.1.1 Subject to clause 16 (Limitations of Liability), the Supplier shall indemnify Customer against all direct losses suffered or incurred by the Customer, arising out of or in connection with any claim that Customer's authorized and unmodified use of the Products and Services as contemplated by the Contract Documents infringes the intellectual property rights of any third-party (an "IP Claim"), provided always that the Customer:- 13.1.1.1 gives prompt notice to the Supplier of such IP Claim and the Supplier has the election to control the defence thereof; 13.1.1.2 takes all reasonable steps to mitigate any loss or liability in respect of the IP Claim; and 13.1.1.3 does not compromise or settle the IP Claim in any way without the Supplier’s prior written consent.