IPR Indemnity. 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party.
23.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, or awarded against the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim.
23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either:
(a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or
(b) replace or modify the relevant item with non-infringing substitutes provided that:
(i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item;
(ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services;
(iii) there is no additional cost to the Authority; and
(iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services.
23.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b), but this has not avoided or resolved the IPR Claim, then:
(a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and
(b) without prejudice to the indemnity set out in Clause 23.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.
IPR Indemnity. 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Panel Services and the performance of the Suppliers responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party.
IPR Indemnity. 14.1 The Supplier shall indemnify and hold the Customer harmless from and against any and all liability or damage (including reasonable and verifiable costs and expenses) suffered or incurred by the Customer and arising from any action, claim or proceedings brought against the Customer by a third party alleging that the proper possession or use of the Hardware and/or Software by the Customer infringes such third party’s IPR (“Claim”) provided that: (a) the Supplier is given prompt written notice of such Claim; (b) the Supplier is given information, reasonable assistance, and exclusive authority to defend or settle the Claim; (c) that the Customer complies with all reasonable instructions of the Supplier with regard to the continuing use of the Hardware and/or Software; and (d) that Customer does not prejudice the Supplier’s defence or settlement of the Claim.
IPR Indemnity. 33.1 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) and the Supplier shall on demand indemnify and keep indemnified and hold each Commissioning Body and each other Indemnified Person harmless from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 33.1.
33.2 The Authority shall, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall, notify the Supplier in writing of any claim or demand brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier.
33.3 Save where the Authority has given written notice in accordance with Clause 44.1 (in which case the provisions of Clause 44 shall apply instead of this Clause 33.3 and Clauses 33.4 and 33.5) the Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall:
33.3.1 consult the Authority and any other relevant Commissioning Body and Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations;
33.3.2 take due and proper account of the interests of each Commissioning Body and Indemnified Persons; and
33.3.3 not settle or compromise any claim without the Authority’s Approval (not to be unreasonably withheld or delayed).
33.4 The Authority shall, and shall use its reasonable endeavours to procure the necessary other Commissioning Bodies and Indemnified Persons shall, at the request of the Supplier, afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or any other Commissioning Body or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier’s obligations under the Contract and the Supplier shall on demand indemnify and keep indemnified and hold harmless each Commissioning Body and each other Indemnified...
IPR Indemnity. 16.1. The Contractor shall indemnify Smart DCC against all claims, demands, actions, costs and expenses (including legal costs and disbursements on a solicitor and client basis) which Smart DCC incurs as a result of any infringement or alleged infringement of any third party Intellectual Property Rights arising directly from the delivery by the Contractor of the Services to Smart DCC.
16.2. Smart DCC shall notify the Contractor promptly in writing of any claim under clause 16.1 of which it is aware.
16.3. The Contractor shall have the exclusive right, at the Contractor’s expense, to conduct any litigation and negotiations for a settlement of the claim and Smart DCC will give the Contractor reasonable assistance at the Contractor’s expense.
16.4. Smart DCC shall not make any admission or take any other action which might be prejudicial to any proceedings conducted by the Contractor under clause 16.3 without the express consent of the Contractor.
16.5. The Contractor shall not use Smart DCC’s name in any action or claim without Smart DCC’s prior written consent.
16.6. If the Services (or any part of them), are held to constitute an infringement under clause 16.1, the Contractor shall at its own expense and discretion:
16.6.1. procure for Smart DCC, with Smart DCC’s agreement, the right to continue using the Services; or
16.6.2. modify the Services so that the Services are non-infringing without materially detracting from their overall performance; or
16.6.3. replace the infringing Services with other non-infringing items or services having a capability materially equivalent to the infringing Services.
16.7. The Contractor has no obligation to indemnify, defend or hold Smart DCC harmless:
16.7.1. if the Services or any deliverables there under are altered or modified by anyone other than the Contractor, or used outside the scope of use identified in this Agreement;
16.7.2. to the extent that an infringement claim is based upon any software, design, specification, instruction, data or other material not furnished by the Contractor; or
16.7.3. to the extent an infringement claim is based upon the combination of the Services or any deliverable there under with any products or services not provided to Smart DCC by the Contractor.
16.8. This clause 16 provides the parties’ exclusive remedies and liabilities for any claim or damages involving infringement.
IPR Indemnity. 15.1 If the use by the Client of the Website, Software or Materials according to this Agreement and/or the receipt of the Services is subject to a third party claim that the third party’s IPRs have been infringed (an Infringement Claim), the Company will indemnify the Client against that claim provided that:
15.1.1 the Client notifies the Company about the Infringement Claim immediately and allows the Company to take complete control of the Infringement Claim;
15.1.2 the Client makes no admissions or settlements without the Company’s consent and does nothing to prejudice the Company’s defence of the Infringement Claim;
15.1.3 the Client gives the Company all assistance reasonably requested by the Company in connection with the Infringement Claim;
15.1.4 the Infringement Claim does not arise as a result of the use of the Website, Software and/or Materials in combination with equipment or programs not specified in the relevant Statement of Work or approved in writing by a director of the Company; and
15.1.5 the Infringement Claim does not arise as a result of the inclusion within the Materials, Website or Software of Client Materials provided by the Client for such inclusion.
15.2 The Company shall have no obligation to indemnify the Client in respect of an Infringement Claim to the extent that the Infringement Claim is the result of the use by the Company of information or Client Materials provided by the Client.
15.3 In the event there is an Infringement Claim, the Company may use reasonable commercial efforts to negotiate the right for the Client to continue to receive the Services, use the Website, Software or Materials (as the case may be), modify the Services or modify or replace the Website, Software or Materials. If the Company’s negotiations are unsuccessful the Company may terminate this Agreement and refund the sums paid by the Client.
15.4 This clause 15 states the entire liability of the Company to the Client in respect of any Infringement Claim.
IPR Indemnity. The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Contracting Authority against all Losses incurred by, awarded against, or agreed to be paid by the Contracting Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Contracting Authority the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Contracting Authority; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Contracting Authority may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute Services including the additional costs of procuring, implementing and maintaining the substitute items.
IPR Indemnity. 14.1 The Supplier shall indemnify Telaxis against any claim for infringement of Intellectual Property Rights from Telaxis's use or sale of the Products provided by the Supplier provided that:
i) the infringement or alleged infringement is due to design changes made by Supplier to Telaxis's design of Product; and
ii) Telaxis notifies the Supplier promptly if it is aware of any alleged infringement; and
iii) Telaxis makes no admission without the Supplier's written consent; and
iv) Telaxis assists the Supplier to conduct all negotiations and litigation where so requested.
14.2 If at any time any allegations of infringement of IPR is made in respect of the Product or any part thereof or in the Supplier's opinion is likely to be made, the Supplier may at its own expense modify or replace the infringing Product with other Product with same fit, functionality and performance in order to avoid the infringement and Telaxis will ensure that the Supplier is provided with all reasonable assistance required to exercise such rights.
14.3 Telaxis reciprocally indemnifies the Supplier in relation to infringement or alleged infringement due to designs or specifications which Telaxis supplies and in relation to any design or processes which the Supplier uses at the request or with the consent of Telaxis.
14.4 The indemnity under sub-clause 14.1 above shall not apply to infringement by use of the Products or any part thereof with any other product not supplied by the Supplier where there would be no infringement without such combination, nor to infringement by use of the Product or any part thereof in a manner which could not be reasonably foreseen by the Supplier at the effective date of this Agreement unless, in either case, such use is consented to by the Supplier in writing in response to a request for a consent from Telaxis making reference to IPR infringement.
IPR Indemnity. 16.1. Subject to Clauses 16.2, 16.3, 16.4, 16.5 and 20 Sandvik shall indemnify the Purchaser against any claim made against the Purchaser by a third party to the extent that such claim alleges that the Purchaser’s use of the Goods, Digital Services, or Services (excluding, in each case, any third party products or components) in accordance with the Contract infringes any Intellectual Property Rights belonging to that third party (the “Sandvik Indemnity”).
16.2. The Sandvik Indemnity: (a) applies only to loss or damage that is: (i) awarded to the third party and against the Purchaser by a court or other body having competent jurisdiction over the indemnified claim; or (ii) agreed by Sandvik to be paid to the third party in settlement of the indemnified claim; (b) is subject to: (i) the Purchaser giving Sandvik prompt notice of the indemnified claim (and in any event ensuring that notice is given within five (5) Days of the Purchaser becoming aware of, or being notified of, the indemnified claim); (ii) the Purchaser providing reasonable co- operation to Sandvik in the defence and settlement of the indemnified claim; (iii) the Purchaser taking all reasonable and timely action necessary to mitigate all loss, damage, costs, and expenses incurred by the Purchaser as a result of the indemnified claim (including taking such reasonable actions as Sandvik may request to avoid, dispute, resist, appeal, compromise, or defend any such indemnified claim); and (iv) Sandvik being given sole authority to defend and settle the indemnified claim.
16.3. In the defence or settlement of any claim to which the Sandvik Indemnity applies, Sandvik may: (a) procure a right for the Purchaser to continue using the infringing material or service; (b) replace or modify the infringing materials or service so that it becomes non-infringing; or (c) if such remedies are not reasonably available, terminate or suspend the Contract on notice to the Purchaser without any additional liability to the Purchaser.
16.4. Where Clause 16.3 applies, Sandvik shall provide the Purchaser with a refund of the Amount Payable for the infringing material or service to the extent not delivered or received by the Purchaser.
16.5. In no event shall Sandvik, its Affiliates, or their employees, agents, or subcontractors be liable to the Purchaser to the extent that the indemnified claim is based on any one (or more) of the following: (a) a modification of the Goods, Services, or Digital Service (or their outputs)...
IPR Indemnity. 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party.
26.2.2 The Supplier shall, during and after the Framework Period, on written demand, indemnify the Authority against all Losses incurred by, awarded against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim.
26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either:
(a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or
(b) replace or modify the relevant item with non-infringing substitutes provided that:
26.2.4 If the Supplier elects to procure a licence in accordance with Clause 26.2.3(a) or to modify or replace an item pursuant to Clause 26.2.3(b), but this has not avoided or resolved the IPR Claim, then:
(a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and
(b) without prejudice to the indemnity set out in Clause 26.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.
