Common use of IPR Indemnity Clause in Contracts

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. 23.2.1 25.2.1 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 25.2.2 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 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. 23.2.3 25.2.3 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 25.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a25.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b25.2.3(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 23.2.225.2.2, 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. 23.2.1 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 Suppliers responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 26.2.2 The Supplier shall at all times shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against, or awarded against agreed to be paid to the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 23.2.3 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: (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 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.2.3(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 23.2.226.2.2, 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. 23.2.1 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. 23.2.2 26.2.2 The Supplier shall at all times shall, during and after the Framework Dynamic Purchasing System Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against, or awarded against 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. 23.2.3 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: (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 Dynamic Purchasing System Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Dynamic Purchasing System Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.226.2.2, 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. 23.2.1 26.1 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 Operator shall at all times times, during and after the Framework PeriodTerm, on written demand indemnify the Authority and keep the Authority indemnified against all Losses incurred by, or awarded against or agreed (subject to the terms of Clause 26.2) 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. 23.2.3 26.2 The Authority agrees that: 26.2.1 it will notify the Operator in writing of any IPR Claim; 26.2.2 it will allow the Operator to conduct all negotiations and proceedings and will provide the Operator with such reasonable assistance required by the Operator, each at the Operator's cost, regarding the IPR Claim; and 26.2.3 it will not, without first consulting with the Operator, make an admission relating to the IPR Claim. 26.3 The Operator shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Authority into disrepute insofar as this is reasonably possible given the nature and circumstances of the IPR Claim. 26.4 The Operator shall not settle or compromise any IPR Claim without the Authority's prior written consent (not to be unreasonably withheld or delayed). 26.5 If an IPR Claim is made, or the Supplier Operator anticipates that an IPR Claim might be made, the Supplier Operator may, at its own expense and sole option, either: (a) 26.5.1 procure for itself and/or the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) 26.5.2 replace or modify the relevant item with non-infringing substitutes provided that: (ia) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iib) the replaced or modified item does not have an adverse effect on any of the Services, the Database or any other Goods and/or Services;information or technologies system used in connection with the Services including, for the avoidance of doubt, any software, equipment and cabling;‌ (iiic) there is no additional cost to the Authority; and (ivd) the terms and conditions of this Framework the Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 26.6 If the Supplier Operator 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)26.5.2 or to procure a licence in accordance with Clause 26.5.1, but this has not avoided or resolved the IPR Claim, then: (a) then the Authority may terminate this Framework Agreement by written notice with immediate effect; effect and (b) , without prejudice to the indemnity set out in Clause 23.2.226.1, the Supplier Operator shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, in implementing and maintaining the substitute items. 26.7 The provisions of Clauses 26.1 to 26.6 (inclusive) shall not apply in respect of any IPR Claim to the extent caused by: 26.7.1 any use by or on behalf of the Authority of the Software in either case in combination with any item not supplied pursuant to this Agreement (save for items which might reasonably be expected to be used by or on behalf of the Authority in connection with the Software); or 26.7.2 the use by the Authority of the Software in a manner not reasonably to be inferred from the provisions of this Agreement.

IPR Indemnity. 23.2.1 26.1 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 Operator shall at all times times, during and after the Framework PeriodTerm, on written demand indemnify the Authority and keep the Authority indemnified against all Losses incurred by, or 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. 23.2.3 26.2 The Authority agrees that: 26.2.1 it will notify the Operator in writing of any IPR Claim; 26.2.2 it will allow the Operator to conduct all negotiations and proceedings and will provide the Operator with such reasonable assistance required by the Operator, each at the Operator's cost, regarding the IPR Claim; and 26.2.3 it will not, without first consulting with the Operator, make an admission relating to the IPR Claim. 26.3 The Operator shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Authority into disrepute. 26.4 The Operator shall not settle or compromise any IPR Claim without the Authority's prior written consent (not to be unreasonably withheld or delayed). 26.5 If an IPR Claim is made, or the Supplier Operator anticipates that an IPR Claim might be made, the Supplier Operator may, at its own expense and sole option, either: (a) 26.5.1 procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) 26.5.2 replace or modify the relevant item with non-infringing substitutes provided that: (ia) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iib) the replaced or modified item does not have an adverse effect on any of the Services, the Database or any other Goods and/or Servicesinformation or technologies system used in connection with the Services including, for the avoidance of doubt, any software, equipment and cabling; (iiic) there is no additional cost to the Authority; and (ivd) the terms and conditions of this Framework the Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 26.6 If the Supplier Operator 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)26.5.2 or to procure a licence in accordance with Clause 26.5.1, but this has not avoided or resolved the IPR Claim, then: (a) then the Authority may terminate this Framework Agreement by written notice with immediate effect; effect and (b) , without prejudice to the indemnity set out in Clause 23.2.226.1, the Supplier Operator shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, in implementing and maintaining the substitute items. 26.7 The provisions of Clauses 26.1 to 26.6 (inclusive) shall not apply in respect of any IPR Claim caused by: 26.7.1 any use by or on behalf of the Authority of the Software in either case in combination with any item not supplied pursuant to this Agreement; or 26.7.2 the use by the Authority of the Software in a manner not reasonably to be inferred from the provisions of this Agreement.

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 Call Off Contract Period, on written demand indemnify the Authority Customer against all Losses incurred by, or awarded against or agreed to be paid by the Authority Customer (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 Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) or 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 AuthorityCustomer; and (iv) and the terms and conditions of this Framework Agreement Call Off Contract 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(a33.9.2(a) or to modify or replace an item pursuant to Clause 23.2.3(b33.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 23.2.233.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

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 Call Off Contract Period, on written demand indemnify the Authority Customer against all Losses incurred by, or awarded against or agreed to be paid by the Authority Customer (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 Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) or 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 AuthorityCustomer; and (iv) and the terms and conditions of this Framework Agreement Call Off Contract 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(a35.9.2(a) or to modify or replace an item pursuant to Clause 23.2.3(b35.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 23.2.235.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services as permitted under the Call Off Agreement 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) or 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) and the terms and conditions of this Framework Dynamic Purchasing System 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(a20.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b20.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority may terminate this Framework Dynamic Purchasing System Agreement by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 23.2.220.2.2, 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. The Supplier shall promptly notify the Authority (in writing) of any IPR Claim of which it is aware. The Authority shall: notify the Supplier in writing of any IPR Claim of which it is aware; allow (subject to Clause 20.2.7) the Supplier to conduct all negotiations and proceedings and provide the Supplier with such reasonable assistance required by the Supplier, each at the Supplier's cost, regarding the IPR Claim; and not, without first consulting with the Supplier, make an admission relating to the IPR Claim.

IPR Indemnity. 23.2.1 19.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services as permitted under the Call Off Agreement 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 19.2.2 Subject to the Authority’s continued compliance with Clause 19.2.6, the Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, by or 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. 23.2.3 19.2.3 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 19.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a19.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b19.2.3(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 23.2.219.2.2, 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. 19.2.5 The Supplier shall promptly notify the Authority (in writing) of any IPR Claim of which it is aware.

IPR Indemnity. 23.2.1 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. 23.2.2 26.2.2 The Supplier shall at all times shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against, or awarded against 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. 23.2.3 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: (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 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.2.3(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 23.2.226.2.2, 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. 23.2.1 21.2.1 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 21.2.2 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 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. 23.2.3 21.2.3 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 to make it 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 21.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a21.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b21.2.3(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 23.2.221.2.2, 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 modified items.

IPR Indemnity. 23.2.1 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. 23.2.2 26.2.2 The Supplier shall at all times during and after the Framework Period, on written demand Period indemnify the Authority against all Losses incurred by, or 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. 23.2.3 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: (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 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.2.3(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 23.2.226.2.2, 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. 23.2.1 26.3.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or and 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 26.3.2 The Supplier shall at all times shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against, or awarded against 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. 23.2.3 26.3.3 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 and 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 and Services. 23.2.4 26.3.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.3.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.3.3(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 23.2.226.3.2, 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. 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 24.9.1 The Supplier shall at all times during and after the Framework Contract Period, on written demand indemnify the Authority against all Losses incurred by, or 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. The Authority shall enforce this indemnity by issuing a written demand to the Supplier at the relevant time. 23.2.3 24.9.2 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 Contract shall apply to the replaced or modified Goods and/or Services. 23.2.4 24.9.3 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a24.9.2(a) or to modify or replace an item pursuant to Clause 23.2.3(b24.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement Contract by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.224.9.1, 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. 23.2.1 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. 23.2.2 26.2.2 The Supplier shall at all times shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against, or awarded against 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. 23.2.3 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: (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 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.2.3(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 23.2.226.2.2, 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. 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 33.9.1 The Supplier shall at all times during and after the Framework Call Off Contract Period, on written demand indemnify the Authority Customer against all Losses incurred by, or awarded against or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 23.2.3 33.9.2 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 Customer 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 AuthorityCustomer; and (iv) the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 23.2.4 33.9.3 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a33.9.2(a) or to modify or replace an item pursuant to Clause 23.2.3(b33.9.2(b), but this has not avoided or resolved the IPR Claim, then: (ai) the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (bii) without prejudice to the indemnity set out in Clause 23.2.233.9.1, 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. 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 Commercial Agreement Period indemnify the Authority against all Losses incurred by, or 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. 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) or 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) and the terms and conditions of this Framework Commercial 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(aB10.2(c)(i) above or to modify or replace an item pursuant to Clause 23.2.3(b)B10.2(c)(ii) above, but this has not avoided or resolved the IPR Claim, then: (a) the : The Authority may terminate this Framework the Commercial Agreement by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 23.2.2B10.2(b) above, 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. 23.2.1 26.1 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 Operator shall at all times times, during and after the Framework PeriodTerm, on written demand indemnify the Authority and keep the Authority indemnified against all Losses incurred by, or awarded against or agreed (subject to the terms of Clause 26.2)) 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. 23.2.3 26.2 The Authority agrees that: 26.2.1 it will notify the Operator in writing of any IPR Claim; 26.2.2 it will allow the Operator to conduct all negotiations and proceedings and will provide the Operator with such reasonable assistance required by the Operator, each at the Operator's cost, regarding the IPR Claim; and 26.2.3 it will not, without first consulting with the Operator, make an admission relating to the IPR Claim. 26.3 The Operator shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Authority into disrepute insofar as this is reasonably possible given the nature and circumstances of the IPR Claim. 26.4 The Operator shall not settle or compromise any IPR Claim without the Authority's prior written consent (not to be unreasonably withheld or delayed). 26.5 If an IPR Claim is made, or the Supplier Operator anticipates that an IPR Claim might be made, the Supplier Operator may, at its own expense and sole option, either: (a) 26.5.1 procure for itself and/or the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) 26.5.2 replace or modify the relevant item with non-infringing substitutes provided that: (ia) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iib) the replaced or modified item does not have an adverse effect on any of the Services, the Database or any other Goods and/or Servicesinformation or technologies system used in connection with the Services including, for the avoidance of doubt, any software, equipment and cabling; (iiic) there is no additional cost to the Authority; and (ivd) the terms and conditions of this Framework the Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 26.6 If the Supplier Operator 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)26.5.2 or to procure a licence in accordance with Clause 26.5.1 , but this has not avoided or resolved the IPR Claim, then: (a) then the Authority may terminate this Framework Agreement by written notice with immediate effect; effect and (b) , without prejudice to the indemnity set out in Clause 23.2.226.1, the Supplier Operator shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, in implementing and maintaining the substitute items. 26.7 The provisions of Clauses 26.1 to 26.6 (inclusive) shall not apply in respect of any IPR Claim to the extent caused by: 26.7.1 any use by or on behalf of the Authority of the Software in either case in combination with any item not supplied pursuant to this Agreement (save for items which might reasonably be expected to be used by or on behalf of the Authority in connection with the Software); or 26.7.2 the use by the Authority of the Software in a manner not reasonably to be inferred from the provisions of this Agreement.

IPR Indemnity. 23.2.1 8.1.1 FIRSTWAVE shall indemnify The Supplier shall ensure FA against all claims, demands, actions, costs, expenses (including but not limited to reasonable legal costs and procure that disbursements on a solicitor and client basis), losses and damages finally awarded by a court of competent jurisdiction or agreed to by FIRSTWAVE in settlement arising out of or in connection with any infringement or alleged infringement (including but not limited to the availability, provision defence of such alleged infringement) by CLAS or the CLAS Documentation (other than documentation relating to Third Party Software and use Third Party Agreements) 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 a third partyparty worldwide. 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 8.1.2 If an IPR Claim is made, CLAS or the Supplier anticipates that an IPR Claim might be madeCLAS Documentation becomes or are likely to become the subject of such a claim, the Supplier mayThe FA shall permit FIRSTWAVE, at its own expense FIRSTWAVE's option and sole optionexpense, either: (a) to procure for the Authority The FA the right to continue using CLAS and/or the relevant item which is subject CLAS Documentation, or to replace or modify them so that they are noninfringing, without adversely affecting their functionality or performance so that they continue to comply with the CLAS Specifications. This indemnity does not cover infringement claims based on or arising from: 8.1.2.1 modifications of CLAS or the CLAS Documentation unless such modification was done with FIRSTWAVE's prior written approval, if infringement would have been avoided without such modification; 8.1.2.2 the combination, operation, or use of CLAS with programs, data equipment, or other items or products not supplied or specified by FIRSTWAVE, if infringement would have been avoided without such combination, operation, or use; 8.1.2.3 The FA-required designs and specifications, but only to the IPR Claimextent that the infringement results from a departure from FIRSTWAVE's own design specifications for CLAS; or (b) replace or modify 8.1.2.4 the relevant item with non-infringing substitutes provided that: (i) the performance and functionality failure by The FA to use a modified version 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 CLAS 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 CLAS Documentation proposed by FIRSTWAVE in accordance with Clause 23.2.3(a) or 8.1.2, the use of which would have avoided the infringement. 8.1.3 The FA shall indemnify FIRSTWAVE against all claims, demands, actions, costs, expenses (including but not limited to modify or replace an item pursuant to Clause 23.2.3(breasonable legal costs and disbursements on a solicitor and client basis), losses and damages finally awarded by a court of competent jurisdiction, or agreed to by The FA in settlement, arising out of or in connection with any infringement or alleged infringement (including but this has not avoided limited to the defence of such alleged infringement) by any FA Confidential Information or resolved other materials or information delivered or made available to FIRSTWAVE by The FA for use in connection with the IPR Claim, thendesign or development of CLAS or the CLAS Documentation. 8.1.4 The foregoing indemnification by FIRSTWAVE and The FA shall be conditional upon: (a) 8.1.4.1 Each party shall promptly, notify the Authority other in writing if any claim or demand is made or action bought against it for infringement or alleged infringement which may terminate this Framework Agreement by written notice with immediate effect; andlead to a claim for indemnity hereunder; (b) without prejudice 8.1.4.2 The indemnifying party shall at its own expense conduct any resulting litigation and the indemnified party hereby agrees to grant to the indemnity set out in Clause 23.2.2, indemnifying party exclusive control of any such litigation and negotiations; 8.1.4.3 Each party shall at the Supplier shall be liable for request and expense of the indemnifying party afford to such indemnifying party all reasonable and unavoidable costs assistance for the purpose of contesting any claim or demand made or action brought against The FA or FIRSTWAVE to which Clause 8.1.1 may apply. 8.1.5 Neither party shall make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action to which Clause 8.1 may apply. 8.1.6 The foregoing states the entire liability of the modified or substitute items and/or services including parties with regard to the additional costs infringement of procuringany Intellectual Property Rights in connection with the other party's Confidential Information, implementing CLAS and maintaining the substitute itemsCLAS Documentation.

IPR Indemnity. 23.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Vehicle Hire 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 26.2.2 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 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. 23.2.3 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: (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 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.2.3(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 23.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 23.2.1 26.2.1. The Supplier Provider shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's Provider’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 26.2.2. The Supplier shall at all times Provider shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against, or awarded against 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. 23.2.3 26.2.3. If an IPR Claim is made, or the Supplier Provider anticipates that an IPR Claim might be made, the Supplier Provider 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) 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 26.2.4. If the Supplier Provider elects to procure a licence in accordance with Clause 23.2.3(a26.2.3 (a) or to modify or replace an item pursuant to Clause 23.2.3(b), 26.2.3 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 23.2.226.2.2, the Supplier Provider 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. 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 27.9.1 The Supplier shall at all times during and after the Framework Contract Period, on written demand indemnify the Authority against all Losses incurred by, or 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. 23.2.3 27.9.2 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;; DH CRNCC Contract (Contract Terms) (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 Contract shall apply to the replaced or modified Goods and/or Services. 23.2.4 27.9.3 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a27.9.2(a) or to modify or replace an item pursuant to Clause 23.2.3(b27.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement Contract by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.227.9.1, 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. 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) or 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) and 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) and 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. 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 26.9.1 The Supplier shall at all times during and after the Framework Contract Period, on written demand indemnify the Authority against all Losses incurred by, or 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. 23.2.3 26.9.2 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 Contract shall apply to the replaced or modified Goods and/or Services. 23.2.4 26.9.3 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.9.2(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.9.2(b), but this has not avoided or resolved the IPR Claim, then: (ai) the Authority may terminate this Framework Agreement Contract by written notice with immediate effect; and (bii) without prejudice to the indemnity set out in Clause 23.2.226.9.1, 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. 23.2.1 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 Suppliers responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 26.2.2 The Supplier shall at all times shall, during and after the Framework Period, on written demand demand, indemnify the Authority CCS against all Losses incurred by, awarded against, or awarded against the Authority agreed to be paid to CCS (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 23.2.3 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 CCS 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 AuthorityCCS; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority CCS may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.226.2.2, 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. 23.2.1 27.2.1 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 27.2.2 The Supplier shall at all times shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against, or awarded against 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. 23.2.3 27.2.3 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 27.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a27.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b27.2.3(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 23.2.227.2.2, 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. 23.2.1 ‌ 26.1 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 Operator shall at all times times, during and after the Framework PeriodTerm, on written demand indemnify the Authority and keep the Authority indemnified against all Losses incurred by, or 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 The Authority agrees that: 26.2.1 it will notify the Operator in writing of any IPR Claim; 26.2.2 it will allow the Operator to conduct all negotiations and proceedings and will provide the Operator with such reasonable assistance required by the Operator, each at the Operator's cost, regarding the IPR Claim; and 26.2.3 it will not, without first consulting with the Operator, make an admission relating to the IPR Claim. 23.2.3 26.3 The Operator shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Authority into disrepute. 26.4 The Operator shall not settle or compromise any IPR Claim without the Authority's prior written consent (not to be unreasonably withheld or delayed). 26.5 If an IPR Claim is made, or the Supplier Operator anticipates that an IPR Claim might be made, the Supplier Operator may, at its own expense and sole option, either:either:‌ (a) 26.5.1 procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; oror‌ (b) 26.5.2 replace or modify the relevant item with non-infringing substitutes provided that:that:‌ (ia) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iib) the replaced or modified item does not have an adverse effect on any of the Services, the Database or any other Goods and/or Servicesinformation or technologies system used in connection with the Services including, for the avoidance of doubt, any software, equipment and cabling; (iiic) there is no additional cost to the Authority; and (ivd) the terms and conditions of this Framework the Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 26.6 If the Supplier Operator 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)26.5.2 or to procure a licence in accordance with Clause 26.5.1, but this has not avoided or resolved the IPR Claim, then: (a) then the Authority may terminate this Framework Agreement by written notice with immediate effect; effect and (b) , without prejudice to the indemnity set out in Clause 23.2.226.1, the Supplier Operator shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, in implementing and maintaining the substitute itemsitems.‌ 26.7 The provisions of Clauses 26.1 to 26.6 (inclusive) shall not apply in respect of any IPR Claim caused by: 26.7.1 any use by or on behalf of the Authority of the Software in either case in combination with any item not supplied pursuant to this Agreement; or 26.7.2 the use by the Authority of the Software in a manner not reasonably to be inferred from the provisions of this Agreement.

IPR Indemnity. 23.2.1 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. 23.2.2 26.2.2 The Supplier shall at all times shall, during and after the Framework Dynamic Purchasing System Period, on written demand 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.Losses 23.2.3 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: (ic) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iid) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iiie) there is no additional cost to the Authority; and (ivf) the terms and conditions of this Framework Dynamic Purchasing System Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a(a) or to modify or replace an item pursuant to Clause 23.2.3(b1)a)i)(1)(a)(i)1.a(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Dynamic Purchasing System Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.226.2.2, 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. 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 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. 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. 23.2.1 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 ’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 26.2.2 The Supplier shall at all times shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against, or awarded against 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. 23.2.3 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: (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 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.2.3(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 23.2.226.2.2, 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. 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 27.9.1 The Supplier shall at all times during and after the Framework Contract Period, on written demand indemnify the Authority against all Losses incurred by, or 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. The Authority shall enforce this indemnity by issuing a written demand to the Supplier at the relevant time. 23.2.3 27.9.2 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 Contract shall apply to the replaced or modified Goods and/or Services. 23.2.4 27.9.3 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a27.9.2(a) or to modify or replace an item pursuant to Clause 23.2.3(b27.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement Contract by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.227.9.1, 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. 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 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. 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) or 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) and 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) and 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. The Supplier shall promptly notify the Authority (in writing) of any IPR Claim. The Authority shall: notify the Supplier in writing of any IPR Claim of which it is aware; allow (subject to Clause 23.2.7) the Supplier to conduct all negotiations and proceedings and provide the Supplier with such reasonable assistance required by the Supplier, each at the Supplier's cost, regarding the IPR Claim; and not, without first consulting with the Supplier, make an admission relating to the IPR Claim. The Supplier shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the Authority into disrepute.

IPR Indemnity. 23.2.1 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. 23.2.2 26.2.2 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 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. 23.2.3 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: (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 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b26.2.3(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 23.2.226.2.2, 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.