IPR Claims. 10.1. The Supplier shall subject to (clause 11.5 of the Call-Off Contract and clause 12) be liable to the Buyer for the Buyer’sreasonable costs and damages awarded by a court of competent jurisdiction under any final judgement or agreed by the Supplier in writing in final settlement arising out of a claim that any Deliverables infringe any copyright, database right, trade secrets or trademark of a third party (a “Supplier IPR Claim”) provided that, in relation to that SupplierIPR Claim, the Buyer complies with the Buyer’s obligations under clause 10.3.
10.2. The Supplier will not be liable pursuant to clause
10.1 where a Supplier IPR Claim arises as a result of:
10.2.1. a breach of the Agreement by the Buyer;
10.2.2. a breach of third party/open source licence terms by the Buyer;
10.2.3. any modification of the Deliverables by persons other than by the Supplier;
10.2.4. designs, specifications, instructions or other information provided by or at the Buyer’s direction;
10.2.5. use of the Deliverables in combination with any items not supplied by the Supplier where there would be no infringement without such combination;
10.2.6. use of the Deliverables in a manner not permitted or contemplated by the Order Form; and
10.2.7. the Buyer’s refusal to use any modified or replacement Deliverable supplied or offered to be supplied pursuant to clause 10.4.
10.3. The liability in clause 10.1 is contingent upon: (i) the Buyer promptly notifying the Supplier in writing of any Supplier IPR Claim and not making any prejudicial statement; (ii) the Supplier being allowed to control the defence and settlement of such Claim; and (iii) the Buyer co-operating with all the Supplier’s reasonable requests in defending or settling the Supplier IPR Claim. The foregoing states the Buyer's sole and exclusive rights and remedies, and the Supplier's(including the Supplier Staff’s) entire obligations and liability, for infringement of any intellectual property rights.
10.4. If at any time an allegation of infringement of any third party rights is made, or in the Supplier’s opinion is likely to be made in respect of any Deliverable, the Supplier may at its expense and option either: (i) obtain for the Buyer the right to continue using such Deliverable; or (ii) modify or replace the Deliverable to avoid infringement.
10.5. The Buyer will be liable (subject to clause 12) to the Supplier for its reasonable costs and damages arising out of any use of the Deliverables in breach of clause 10 o...
IPR Claims. 9.1 ICE undertakes to defend the Customer from and against any claim or action that the provision, receipt or use of the Data or Materials (wholly or in part) infringes any UK Intellectual Property Right of a third party (an “IPR Claim”) and shall indemnify the Customer against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against the Customer as a result of, or in connection with, any such IPR Claim, provided that, if any third party makes a IPR Claim, or notifies an intention to make an IPR Claim against the Customer, the Customer shall:
(a) give written notice of the IPR Claim to ICE as soon as reasonably practicable
(b) not make any admission of liability in relation to the IPR Claim without the prior written consent of ICE;
(c) at ICE’s request and expense, allow ICE to conduct the defence of the IPR Claim including settlement; and
(d) at ICE’s expense, co-operate and assist to a reasonable extent with ICE’s defence of the IPR Claim.
IPR Claims. During any term of this Agreement, If an injunction is sought or obtained against your use of the Two Impulse Software as a result of a third party infringement claim, Two Impulse may, at its option:
a) obtain the right for you to continue to use the Two Impulse Software in accordance with this Agreement; or
b) replace or modify the Two Impulse Software so that it is non-infringing; or
c) if either (a) or (b) is not commercially feasible, terminate the license and refund the annual Fees received from you for the affected Two Impulse Software, less a usage charge based on a lineal amortization schedule.
IPR Claims. If any IPR Claim is made, or in Supplier’s reasonable opinion is likely to be made, Supplier shall promptly and at its costs either:- (a) obtain for Micro Focus the right to continue using the relevant materials which were the subject of the IPR Claim; (b) modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement, but in such a way that it complies with the representations and warranties in the Order; or (c) if unable to replace or modify the infringing Products, refund in full all monies paid by Micro Focus for the infringing Products and pay all reasonable costs incurred by Micro Focus in replacing the infringing Products.
IPR Claims. Notwithstanding anything to the contrary in Section 14.2, the parties shall not be required to attempt to amicably resolve or arbitrate claims concerning the validity, enforceability, scope or infringement of any IPR or any trademark rights, and shall retain the right to pursue all such claims in any court of competent jurisdiction. In the event of any such infringement or misappropriation, the parties recognize that money damages may not be an adequate remedy and therefore agree that, in addition to any other remedies available hereunder, by law or otherwise, a party whose IPR or trademark rights have been infringed or misappropriated by the other party shall be entitled to seek injunctive relief against any such continued infringement or misappropriation.
IPR Claims. The Client will provide immediate written Notice to Elevate if the Client becomes aware of any actual or threatened infringement of any Intellectual Property Rights of Elevate’s.
IPR Claims. 8.1 The Supplier shall defend the Client, its officers, directors and employees against any claim that the Client’s use of the Services in accordance with the Contract infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that (i) the Supplier is given prompt notice of any such claim; (ii) the Client provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and (iii) the Supplier is given sole authority to defend or settle the claim.
8.2 In the defence or settlement of any claim, the Supplier may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 10 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
8.3 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on (i) a modification of the Services by anyone other than the Supplier; or (ii) the Client’s use of the Services in a manner contrary to the instructions given to the Client by the Supplier; or (iii) the Client’s use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
8.4 The foregoing states the Client’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
IPR Claims. 9.1 ICE undertakes to defend the Customer from and against any claim or action that the provision, receipt or use of the Data or Materials (wholly or in part) infringes any UK Intellectual Property Right of a third party (an “IPR Claim”) and shall indemnify the Customer against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against the Customer as a result of, or in connection with, any such IPR Claim, provided that, if any third party makes a IPR Claim, or notifies an intention to make an IPR Claim against the Customer, the Customer shall:
(a) give written notice of the IPR Claim to ICE as soon as reasonably practicable
(b) not make any admission of liability in relation to the IPR Claim without the prior written consent of ICE;
(c) at ICE’s request and expense, allow ICE to conduct the defence of the IPR Claim including settlement; and
(d) at ICE’s expense, co-operate and assist to a reasonable extent with ICE’s defence of the IPR Claim.
9.2 Clause 9.1 shall not apply to the extent the IPR Claim in question is attributable to:
(a) possession, use, development, modification or retention of the Materials (wholly or in part) by the Customer other than in accordance with this Agreement;
(b) the Customer's failure to provide a suitable environment for receiving the Materials, including establishing required connections to the Customer’s systems; or
(c) use of the Materials (wholly or in part) in combination with any data not supplied or specified by ICE to the extent that the infringement would have been avoided by the use of the Materials (wholly or in part) not so combined.
9.3 If any IPR Claim is made, or in ICE’s reasonable opinion is likely to be made, against the Customer, ICE may at its sole option and expense:
(a) procure for the Customer the right to continue using the Materials (wholly or in part) in accordance with this Agreement;
(b) modify the Materials (wholly or in part) so that they cease to be infringing;
(c) replace the Materials (wholly or in part) with non-infringing items; or
(d) terminate this Agreement immediately by notice in writing to the Customer and refund any Prepaid Refundable Charges on return of the Materials and all copies thereof.
9.4 This clause 9 constitutes the Customer's sole and exclusive remedy and ICE’s only liability in respect of IPR Claims.
IPR Claims. If a third party makes or commences any Claim against Customer alleging that the Solution, Solution Materials or Documentation infringe the IPR of that third party (IPR Claim):
(a) Customer must:
(i) promptly notify Supplier of the IPR Claim;
(ii) allow Supplier to fully control any defence or settlement of the IPR Claim;
(iii) not take any actions in relation to the IPR Claim without Supplier’s prior written approval;
(iv) provide Supplier with any assistance reasonably requested by Supplier in relation to the IPR Claim; and
IPR Claims. The Customer will immediately notify the Provider in writing if it receives any allegation, claim or demand relating to any infringement or alleged infringement of any IPR in connection with this Agreement (each, an IPR Claim). The Customer will promptly send to the Provider a copy of each communication it receives relating to any IPR Claim. The Customer will not, without the Provider’s prior written consent, do or omit to do anything in relation to any IPR Claim which in the Provider’s reasonable opinion may adversely affect the Provider or any of the Provider Parties. If any IPR Claim is made or, in the reasonable opinion of the Provider is likely to be made, against the Customer, the Provider may, without liability, terminate this Agreement by notice to the Customer with immediate effect.
