Common use of IP Indemnity Clause in Contracts

IP Indemnity. a. Subject to the limitations set forth in section 10.1, Tourplan indemnifies you against any claim or proceeding brought against you to the extent that claim or proceeding alleges that your use of the Software in accordance with this Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to you: • promptly notifying Tourplan in writing of any IP Claim; • making no admission of liability and not otherwise prejudicing or settling the IP Claim, without Tourplan’s prior written consent; and • giving Tourplan complete authority and information required for Tourplan to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for Tourplan’s account. b. The indemnity in section 1.5a does not apply to the extent that an IP Claim arises from or in connection with: • your breach of this Agreement; • the use of the Software or the Documentation in a manner or for a purpose not reasonably contemplated by this Agreement or otherwise not authorised in writing by Tourplan; • any third party data or data owned by you or any person other than Tourplan; or • modification or alteration of the Software by a person other than Tourplan; or • combination of the Software with any other software product not approved by Tourplan. c. If at any time an IP Claim is made, or in the Tourplan’s reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, Tourplan may (at its option): • obtain for you the right to continue using the items that are the subject of the IP Claim; or • modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing.

IP Indemnity. a. a Subject to the limitations set forth in section 10.1, Tourplan indemnifies you against any claim or proceeding brought against you to the extent that claim or proceeding alleges that your use of the Software in accordance with this the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to you: •  promptly notifying Tourplan in writing of any IP Claim; •  making no admission of liability and not otherwise prejudicing or settling the IP Claim, without Tourplan’s prior written consent; and •  giving Tourplan complete authority and information required for Tourplan to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for Tourplan’s account. b. . b The indemnity in section 1.5a does not apply to the extent that an IP Claim arises from or in connection with: •  your breach of this the Agreement; •  the use of the Software or the Documentation in a manner or for a purpose not reasonably contemplated by this the Agreement or otherwise not authorised in writing by Tourplan; •  any third party data or data owned by you or any person other than Tourplanyou; or •  modification or alteration of the Software by a person other than Tourplan; or •  combination of the Software with any other software product not approved by Tourplan. c. . c If at any time an IP Claim is made, or in the Tourplan’s reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, Tourplan may (at its option): •  obtain for you the right to continue using the items that are the subject of the IP Claim; or •  modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing.