IP Claim Sample Clauses

IP Claim. 12.3.1 If a (potential) claim pursuant to this Agreement relates to a claim or the commencement of an action or proceeding by a Third Party against a Provider or a Recipient and is arising out of or in connection with any claim alleging that the performance, or receipt or enjoyment by the Recipient of the Services under this Agreement infringes any intellectual property right belonging to that Third Party (an “IP Claim”), then the Provider shall have the right to defend and settle (without limiting its obligations vis-à-vis the Recipient to provide Services under this Agreement), at its own expense and by its own counsel, any such matter involving the asserted liability, provided, that the Provider shall keep the Recipient reasonably informed of the matter 12.3.2 Fugro shall indemnify each GMSL Group Company and their respective directors, officers, shareholders, employees, agents, representatives, successors and assigns against all liabilities, damages, costs, reasonable expenses and fees (including defence costs) arising out of an IP Claim in relation to a Service but only if and to the extent the provided Service was used in accordance with any and all provided instructions or materials in respect of uses or applicability of the given Service.

IP Claim. If the provision by Seemly of any Deliverable becomes the subject matter of a third party IP Claim that does not fall within the Indemnity Exclusions, Seemly may, at its option: (i) obtain for Customer and/or Permitted Users the right to continue using the affected portion of the

IP Claim. If any third party claims that the Platform or Documentation breaches their intellectual property rights in the UK (“IP Claim”), we agree to indemnify you for any and all losses and liabilities which arise from that claim. You agree to notify us as soon as possible upon becoming aware of an IP Claim and provide us with reasonable assistance. We will have sole authority to defend or settle the IP Claim. In addition, you agree not to make any comment or admission or take any action that may adversely affect our ability to defend or settle the IP Claim.