Common use of IPR Indemnity Clause in Contracts

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 Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing so. 33.5 The Authority shall not, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the Contract. 33.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall promptly notify each relevant Commissioning Bodies and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 33.6.1 modify any or all of the Services (which for the purposes of this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 33.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 33.6.1 or 33.6.2 within twenty

IPR Indemnity. 33.1 18.1 To the extent that this Clause 18 (IPR Indemnity) conflicts with the indemnity granted in Clause 32.4 of the main body of the Agreement, this Clause18 (IPR Indemnity) takes precedence. 18.2 The Supplier Contractor shall ensure that the use and possession of the System in accordance with the terms of the Agreement and/or the receipt of the Services by or on behalf of the Purchaser shall not infringe any Intellectual Property Rights IPR of any third party party. 18.3 The Contractor shall indemnify Purchaser against all loss, liability, costs and/or expenses (including cost and expenses defending any relevant claim) suffered or incurred by the Purchaser, or any Third Party using the Design Documentation or the System or the Documentation on behalf of the Purchaser in supplying accordance with the terms of the Agreement, in each case to the extent arising from any claim, demand or action that alleges that: i) use or possession of the Design Documentation by the Purchaser (or such Third Party) infringes an IPR; or ii) use or possession of the System or the Documentation by the Purchaser (or such Third Party) infringes an IPR; or iii) delivery or receipt of the Services infringes an IPR, (including in each case) except to the extent that such loss, liability, cost or expense resulted directly from Purchaser's failure to properly observe its obligations under this Clause 18, or to the extent that any Deliverables and/or other materials licensed such claim or demand or action is in respect of: 18.3.1 any use by or on behalf of the Purchaser of the Design Documentation or the System or the Services or the Documentation in combination with any item not supplied by the Contractor where such use directly gives rise to the claim, demand or action; or 18.3.2 any modification carried out by or on behalf of the Purchaser to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) and item supplied by the Supplier shall on demand indemnify and keep indemnified and hold each Commissioning Body and each other Indemnified Person harmless Contractor under the Agreement if such modification is not authorised by the Contractor in writing; or 18.3.3 any use by the Purchaser of the System in a manner not reasonably to be inferred from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur as a result the Tender Documents; or 18.3.4 any use of or in connection with the Software that is not licensed under the Agreement; or 18.3.5 any breach by the Purchaser of this Clause 33.1the Agreement or a licence to use Third Party Software procured by the Contractor for Purchaser hereunder. 33.2 18.4 The Authority shall, and Contractor shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall, promptly notify the Supplier in writing of Purchaser if any claim or demand is made or action brought against it the Contractor for infringement or alleged infringement of any Intellectual Property Right in materials supplied Rights which may affect the use or licensed possession of either the Design Documentation, the System (or any component of the System) or the Documentation and/or the receipt of the Services by or on behalf of the SupplierPurchaser. 33.3 Save where 18.5 Purchaser shall promptly notify the Authority has given written notice in accordance with Contractor if any claim or demand is made or action brought against Purchaser to which Clause 44.1 18.3 (in which case the provisions of Clause 44 shall apply instead of this Clause 33.3 and Clauses 33.4 and 33.5Indemnity Grant) the Supplier shall may apply. The Contractor may at its own expense conduct all negotiations and any litigation arising therefrom and all negotiations in connection with therewith. To this end, on the written request of the Contractor, the Purchaser shall grant to the Contractor exclusive control of 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 such 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 18.6 Purchaser shall, at the request of the SupplierContractor, afford to the Supplier Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against Purchaser to which Clause 18.3 (Indemnity Grant) may apply. The Contractor shall reimburse Purchaser for all reasonable costs and reasonable expenses (including but not limited to legal costs and disbursements on a solicitor and client basis) incurred by 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 Purchaser 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 Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing soso doing. 33.5 The Authority 18.7 Other than as required by law, the Purchaser shall not, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the ContractIPR to which Clause 18.3 (Indemnity Grant) may apply. 33.6 18.8 If a claim, claim or demand is made or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with the Contract brought to which Clause 18.3 (Indemnity Grant) may apply, or in the reasonable opinion of the Supplier Contractor is likely to be mademade or brought, the Supplier shall promptly notify each relevant Commissioning Bodies and Indemnified Persons and, Contractor may at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours towithin a reasonable time either: 33.6.1 18.8.1 modify any or all of the Design Documentation and/or the System and/or the Documentation or the Services (which for the purposes of this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or and functionality of the same, or substitute an alternative Services software or services of equivalent performance and functionalityfunctionality for any or all of the Software or the Services, so as to avoid the infringement or the alleged infringement, provided that the provisions terms herein shall apply mutatis mutandis equally to such modified Services or substituted items or services and such modified or substituted items shall be Acceptable to the substitute ServicesPurchaser, such Acceptance not to be unreasonably withheld; or 33.6.2 18.8.2 procure any licence(s) required to avoid such claim demand or action. 18.9 If a claim or demand is made or action brought to which Clause 18.3 (Indemnity Grant) applies and a modification or substitution in accordance with Clause 18.8.1 above is not possible so as to avoid the infringement, or the Contractor has been unable to procure a licence in accordance with Clause 18.8.2, then: 18.9.1 the Purchaser shall be entitled to use terminate the Agreement by way of a written notice served on the Contractor referencing this Clause 18.9 (termination being effective from the date of service of such notice); and 18.9.2 the Contractor shall be liable for the value of a replacement for the System and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; Services or part thereof together with additional costs incurred in implementing and in the event that the Supplier is unable to comply with Clauses 33.6.1 or 33.6.2 within twentymaintaining such replacements.

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 43.1 (in which case the provisions of Clause 44 43 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 Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing so. 33.5 The Authority shall not, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the Contract. 33.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall promptly notify each relevant Commissioning Bodies and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 33.6.1 modify any or all of the Services (which for the purposes of this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 33.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 33.6.1 or 33.6.2 within twenty

IPR Indemnity. 33.1 9.1. The Supplier Service Provider shall fully indemnify the Customer (and any affiliates and Third Party Service Provider) against all claims, demands, actions, reasonable costs, reasonable expenses (including but not infringe any Intellectual Property Rights limited to reasonable legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any third party in supplying the Services infringement or alleged infringement (including but not limited to the defence of such alleged infringement) of any Deliverables and/or other materials licensed IPR used in the provision of the Services, by the use or supplied possession of any Hardware or Software provided by the Service Provider to the Customer (and any Commissioning Body or Indemnified Persons (whether directly or indirectly)Affiliates and Third Party Service Provider) in conjunction with the provision of Services under this Agreement and by 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 assignment to the Customer of or in connection with any breach of this IPR pursuant to Clause 33.18. 33.2 The Authority shall, and 9.2. Each Party shall use its reasonable endeavours to procure as soon as reasonably possible notify the other Commissioning Bodies and Indemnified Persons shall, notify the Supplier in writing of Party if any claim or demand is made or action brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied IPR by reason of the use or licensed possession of any Hardware and Software by the SupplierCustomer or in connection with the Services. 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 9.3. The Service Provider shall at its own expense conduct all negotiations and any litigation arising there from and all the negotiations in connection with therewith and the Customer hereby agrees to grant the Service Provider exclusive control of 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 or such negotiations, providing the Customer with full and negotiations; 33.3.2 take due and proper account of prompt disclosure through 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)proceedings. 33.4 9.4. The Authority shall, and Customer shall use its reasonable endeavours to procure the necessary other Commissioning Bodies and Indemnified Persons shall, at the request of the Supplier, Service Provider afford to the Supplier all reasonable assistance for the purpose of contesting any claim or such claim, 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 and shall be repaid all costs and expenses incurred 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 Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing soso doing. 33.5 9.5. The Authority Customer shall notnot make admissions, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which may be prejudicial to the defence of such claim or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the Contractaction. 33.6 9.6. If a claim, demand or action for the infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier IPR is made in connection with respect of any Hardware or Software or the Contract Services or in the reasonable opinion of the Supplier Service Provider is likely to be made, the Supplier shall promptly notify each relevant Commissioning Bodies and Indemnified Persons and, Service Provider may at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours toexpense: 33.6.1 a) modify or replace any Hardware or all of Software or (with the Customer’s consent) the Services (which for the purposes of this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that infringement and the provisions terms herein shall apply mutatis mutandis to such modified Services or to the substitute replaced Hardware, Software and Services; or 33.6.2 b) procure a licence to use and supply any Hardware or Software, or modify or replace the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and Customer. 9.7. If a replacement or modification in accordance with Clause 9.6 a) is not possible so as to avoid the event that infringement or the Supplier is Service Provider has been unable to comply procure a licence in accordance with Clauses 33.6.1 or 33.6.2 within twentyClause

IPR Indemnity. 33.1 To the extent that this Clause 17 conflicts with the indemnity granted in Clause 13 (Intellectual property rights) of the Conditions , this Clause 17 takes precedence. The Supplier Contractor shall indemnify the Purchaser against all claims, loss, liability, costs and/or expenses (including cost and expenses defending any relevant claim) suffered or incurred by the Purchaser, its agents employees and contractors (“Indemnified Parties”), in each case arising from any claim, demand or action that alleges that: use or possession of the Work Product and/ or the Managed Service by an Indemnified Party infringes an IPR; and/ or delivery or receipt of the Services infringes an IPR. The foregoing indemnity shall not infringe apply to the extent that such claim, loss, liability, cost or expense resulted directly from: Purchaser's failure to properly observe its obligations under this Contract in relation to its use of the Managed Service; or any Intellectual Property Rights modification carried out by or on behalf of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied Purchaser to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) and item supplied by the Supplier Contractor under this Contract if such modification is not authorised by the Contractor in writing. Each Party 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 promptly notify the other Commissioning Bodies and Indemnified Persons shall, notify the Supplier in writing of Party if any claim or demand is made or action brought against it the Contractor for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by IPRs to which Clause 17.2 may apply. Provided that it undertakes the Supplier. 33.3 Save where defence of the Authority has given written notice in accordance claim with Clause 44.1 (in which case the provisions of Clause 44 shall apply instead of reasonable diligence and complies with its indemnity obligations under this Clause 33.3 and Clauses 33.4 and 33.5) 17, the Supplier Contractor shall at its own expense be entitled exclusively to conduct all negotiations and any litigation arising therefrom and all negotiations in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier therewith. The Purchaser 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 and expense of the SupplierContractor, afford to the Supplier Contractor 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 such claim; and the Supplier shall on demand indemnify and keep indemnified and hold harmless each Commissioning Body and each other Indemnified Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing so. 33.5 The Authority shall not, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the Contract. 33.6 IPR to which Clause 17.2 may apply. If a claim, claim or demand is made or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with the Contract brought to which Clause 17.2 may apply, or in the reasonable opinion of the Supplier Contractor is likely to be mademade or brought, the Supplier shall promptly notify each relevant Commissioning Bodies and Indemnified Persons and, Contractor may at its own expense and subject within a reasonable time either: modify the Managed Service and/or the Documentation or the Services without reducing the performance and functionality of the same or causing any adverse effect to the Approval operations of the Authority (not to be unreasonably withheld any Indemnified Party, or delayed), use its best endeavours to: 33.6.1 modify substitute an alternative software or services of equivalent performance and functionality for any or all of the Services (which for Managed Service or the purposes of this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionalityServices, so as to avoid the infringement or the alleged infringement; or procure any licence(s) required to avoid such claim demand or action. If a claim or demand is made or action brought to which Clause 17.2 applies and the measures set out in Clause 17.7 have not been taken by the Purchaser within twenty (20) Business Days of the relevant, provided that claim, then: the provisions herein Purchaser shall apply mutatis mutandis be entitled to such modified terminate this Contract with immediate effect by way of a written notice served on the Contractor referencing this Clause 17.8; and the Contractor shall be liable for the value of a replacement for the Managed Service and the Services or to the substitute Services; or 33.6.2 procure a licence to use part thereof together with additional costs incurred in implementing and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 33.6.1 or 33.6.2 within twentymaintaining such replacements.

IPR Indemnity. 33.1 The Supplier 12.1 Subject to Clauses 12.3 to 12.5, Xxxxxxxx shall not infringe any Intellectual Property Rights of any third party in supplying indemnify the Services Customer against all liabilities, costs, expenses, damages and losses (including any Deliverables and/or other materials licensed reasonable professional costs and expenses) finally awarded by a court of competent jurisdiction 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 agreed in final settlement 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 third party claim or demand brought against it the Customer for infringement actual or alleged infringement of any Intellectual Property Right a third party's IPR arising out of, or in materials supplied or licensed by connection with, Xxxxxxxx's breach of the Supplierwarranty under Clause 3.4 of the Subscription Terms. 33.3 Save where 12.2 Subject to Clause 12.3, the Authority has given written notice in accordance with Clause 44.1 Customer shall indemnify Panaseer against all liabilities, costs, expenses, damages and losses (in which case the provisions including reasonable professional costs and expenses) suffered or incurred by Xxxxxxxx as a result 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 or 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 Panaseer for infringement actual or alleged infringement of any a third party Intellectual Property Rights party's IPR arising out of, or in connection with the performance with, Xxxxxxxx's use of the Supplier’s obligations under Customer Materials in the Contract and provision of the Supplier shall on demand indemnify and keep indemnified and hold harmless each Commissioning Body and each other Indemnified Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing soProfessional Services to the Customer. 33.5 12.3 The Authority shall notindemnities in Clauses 12.1 and 12.2 are conditional upon the indemnified Party: (a) notifying the indemnifying Party in writing within 12 months of becoming aware of any claim in respect of which it intends to seek indemnification from Panaseer ("Indemnified Claim"); (b) not making any admission of liability, agreement or compromise in relation to the Indemnified Claim without the prior written consent of the indemnifying Party; (c) allowing the indemnifying Party sole conduct of the defence of the Indemnified Claim and shall use its all related settlement negotiations; (d) providing the indemnifying Party with such assistance and information as the indemnifying Party may reasonably require to assist the indemnifying Party to defend or settle the Indemnified Claim; and (e) using reasonable endeavours to mitigate the amount of the Indemnified Claim. 12.4 In the event of an Indemnified Claim, Panaseer reserves the right to: (a) procure for the other Commissioning Bodies and Indemnified Persons shall not, make Customer the right to use the infringing Licensed Software free from any admissions such infringement; or (b) replace the infringing Licensed Software with non-infringing substitute materials which may be prejudicial to comply in all materials respects with the defence or settlement applicable terms of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the this Subscription Contract. 33.6 12.5 If the steps set out in Clause 12.4 are, in Panaseer's opinion, not reasonably commercially achievable within a claimreasonable period of time, demand Panaseer may terminate this Subscription Contract (in whole or action for infringement or alleged infringement in part) whereupon it shall refund in full any Fees paid by the Customer in respect of any Intellectual Property Right period after the date of termination in materials supplied or licensed by the Supplier is made in connection with the Contract or in the reasonable opinion respect of the Supplier is likely to be made, the Supplier shall promptly notify each relevant Commissioning Bodies and Indemnified Persons and, at its own expense and subject to the Approval whole or part of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 33.6.1 modify any or all of the Services (Subscription Contract which for the purposes of this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 33.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 33.6.1 or 33.6.2 within twentyterminated by Panaseer.

IPR Indemnity. 33.1 The Supplier shall not infringe 7.1 Bio undertakes to defend the Client and its Affiliates from and against any action or claim that the use or possession of the Project Results, or any part of them infringes the 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)IPR Claim) and will indemnify the Supplier shall on demand indemnify Client and keep indemnified and hold each Commissioning Body and each other Indemnified Person harmless its Affiliates from and against all Losses which each Commissioning Body any losses, damages, costs (including legal fees) and Indemnified Persons may suffer or incur expenses incurred by the Client as a result of or in connection with any breach such IPR Claim which are (a) agreed in settlement, or (b) awarded by a court of this Clause 33.1.competent jurisdiction against the Client as a result of, or in connection with, that IPR Claim. Bio shall have no liability under the foregoing indemnity to the Client if the Client: 33.2 The Authority shall, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall, (a) does not notify the Supplier Bio in writing of any claim or demand brought against IPR Claim of which 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 negotiationsas soon as reasonably practicable; 33.3.2 take due and proper account (b) makes any admission of liability or agrees any settlement or compromise of the interests of each Commissioning Body and Indemnified Persons; and 33.3.3 not settle or compromise any claim relevant IPR Claim without the Authority’s Approval prior written consent of Bio (such consent 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(c) does not let Bio, at its request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant IPR Claim; or (d) does not, at Bio’s request of the Supplierand cost, afford to the Supplier give Bio all reasonable assistance for in 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 circumstances described 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 Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing sosub clause 7.1(c). 33.5 The Authority shall not7.2 If any IPR Claim is made, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the Contract. 33.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with the Contract or in the Bio’s reasonable opinion of the Supplier is likely to be made, against the Supplier shall Client, then Bio may promptly notify each relevant Commissioning Bodies and Indemnified Persons and, at its own expense either: (a) procure for the Client the right to continue using and subject to possessing the Approval Project Results; or (b) modify or replace the infringing part of the Authority (not to be unreasonably withheld Project Results and without diminishing or delayed), use its best endeavours to: 33.6.1 modify curtailing any or all of the Services (which for functions or facilities as specified in the purposes of this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, Specification so as to avoid the infringement or the alleged infringement. 7.3 The undertaking and indemnity given by Bio under clause 7.1 shall not apply to any infringement arising from any modification to the Project Results made by the Client or any employee, provided agent or service provider of the Client without the authorisation in writing of Bio. 7.4 The Client undertakes to defend Bio and its Affiliates from and against any action or claim that the provisions herein shall apply mutatis mutandis to use or possession of the Client Materials, or any part of them (a) does not notify the Client in writing of any IPR Claim of which it has notice as soon as reasonably practicable; (b) makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Client (such modified Services consent not be unreasonably withheld or to delayed); (c) does not let the substitute ServicesClient, at its request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant IPR Claim; or 33.6.2 procure a licence to use (d) does not, at Client’s request and supply cost, give the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and Client all reasonable assistance in the event that the Supplier is unable to comply with Clauses 33.6.1 or 33.6.2 within twentycircumstances described in sub clause 7.1(c). 7.5 The provisions in this clause 7 will remain in full force and effect notwithstanding any termination of this Agreement.

IPR Indemnity. 33.1 The Supplier Subject to Clause 23.2, the Consultant shall not infringe fully indemnify the Customer (and its Affiliates) for any Intellectual Property Rights Claim brought by any Third Party for a breach or alleged breach or infringement of its IPR where such a Claim relates to: the receipt and/or use by the Customer (or its Affiliates) of any third party in supplying Consultancy Services; or the Services (including Customer asserting its full right to enjoy the use and/or exploitation of any Deliverables and/or other materials licensed New IPR; or supplied to the performance by the Consultant of any Commissioning Body or Indemnified Persons (whether directly or indirectly)) and of its obligations under this Agreement. Upon receipt of a Claim under Clause 23.1, 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 Consultant 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 where requested by the Supplier. 33.3 Save where Customer, cause the Authority has given written notice in accordance with Clause 44.1 (in which case breach and/or infringement to end by: resupplying 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 infringing element so that the Supplier shall: 33.3.1 consult infringement ceases; and/or obtaining for 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 shallCustomer, at the request Consultant’s expense, the right to continue to use the infringing element. If neither of the Supplier, afford remedies prescribed in Clause 23.2 can be accomplished within a time period acceptable to the Supplier Customer, the Consultant shall reimburse the Customer all reasonable assistance for amounts paid in relation to the purpose infringing element of contesting any claim or demand made or action brought against the Authority, Supplier or Consultancy Services. This Clause 23 shall be without prejudice to any other Commissioning Body rights that the Customer has under this Agreement, Applicable Law or Indemnified Persons by a third party otherwise. During the Term and 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 3 years afterwards each Party shall on demand indemnify and keep indemnified and hold harmless each Commissioning Body and each other Indemnified Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing so. 33.5 The Authority shall not, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which Party’s Confidential Information strictly confidential. Each Party may be prejudicial to only use the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the Contract. 33.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall promptly notify each relevant Commissioning Bodies and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 33.6.1 modify any or all of the Services (which other Party’s Confidential Information strictly for the purposes of performing its obligations under this Agreement. Neither Party shall disclose Confidential Information to any person other than an Authorised Recipient and even then only on a strictly ‘need to know’ basis. Each Receiving Party shall procure that its Authorised Recipients (including its own Personnel) are aware of, and fully comply with, its obligations under this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so 24 as to avoid the infringement or the alleged infringement, provided if that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 33.6.2 procure Authorised Recipient were themselves a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 33.6.1 or 33.6.2 within twentyParty.

IPR Indemnity. 33.1 The Supplier shall warrants that Supplier has the right and the power to grant Buyer any rights in respect of software and other Deliverables provided under this Agreement. Moreover, Supplier warrants that the Deliverables do not infringe any existing patent, registered design, copyright or other Intellectual Property Rights of owned by 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 party. Supplier shall at its own expense conduct all negotiations defend and any litigation arising in connection with settle any claim for breach against Xxxxx alleging that the use of the Deliverables in accordance with the Agreement infringes Intellectual Property Rights of a third party. Supplier shall pay infringement claim defence costs, Supplier negotiated settlement amounts, and court-awarded damages. The foregoing shall apply provided that Buyer without undue delay informs Supplier in materials supplied writing of any such claim. Supplier shall have sole control over any proceeding or licensed settlement. Buyer shall provide its reasonable assistance with respect to such proceeding or settlement to Supplier at Supplier’s cost. If Xxxxx is a named party in the proceedings, Supplier shall keep Buyer fully informed and Buyer shall have the right to be present at the proceedings with separate counsel at its own expense. If Supplier does not act against such claims or actions, Buyer shall within a reasonable time have the right to take appropriate legal action and shall be repaid any and all expenses in so doing. If, as a result of any binding settlement or a final determination by a court of competent jurisdiction, the Supplier, provided always that Deliverables are held to infringe any third party rights and 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 use of the interests Deliverables is enjoined, or if Supplier reasonably determines that any of each Commissioning Body the Deliverables may become subject to a claim of infringement, Supplier shall at its cost and Indemnified Personsexpense and at its option; and 33.3.3 not settle procure for Buyer the right to continued use; or compromise any claim replace or modify the Deliverables so that they cease to infringe the third party rights, while Supplier stays fully compliant with the terms and specifications of this Agreement; or if neither of the foregoing is possible on reasonable commercial terms, refund Buyer the amount paid under the Agreement. Buyer shall have the right to terminate the relevant Delivery Contract or Purchase Order (at Buyer’s discretion), in whole or in part, with immediate effect in accordance with section 28.2. (without the Authority’s Approval remedy period set out in that clause), if Supplier is unable to procure rights or replace or modify the Software in accordance with (a) or (b) above. Any such replacement or modification as set out in section 19.4. (b) must be approved by Buyer in advance, such approval not to be unreasonably withheld withheld. Supplier shall not be obliged to defend or delayed). 33.4 The Authority shallindemnify Buyer if any claim of infringement results from: Xxxxx’s unauthorised modifications to the Deliverables; Deliverables used as specifically prohibited in the Agreed Specifications, and shall use its reasonable endeavours to procure the necessary other Commissioning Bodies and Indemnified Persons shall, at the request or a combination of the Deliverables and equipment or third party software other than equipment or third party software provided or approved by 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 Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing so. 33.5 The Authority shall not, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the Contract. 33.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall promptly notify each relevant Commissioning Bodies and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 33.6.1 modify any or all of the Services (which for the purposes of this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid extent that the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis is due solely to such modified Services or to the substitute Services; or 33.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 33.6.1 or 33.6.2 within twentycombination.

IPR Indemnity. 33.1 29.1 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 the Authority or Indemnified Persons (whether directly or indirectly)) and shall indemnify the Supplier shall on demand indemnify Authority and the Indemnified Persons and keep each indemnified and hold each Commissioning Body and each other Indemnified Person harmless from and against all Losses which each Commissioning Body the Authority and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 33.129.1. 33.2 29.2 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 29.3 Save where the Authority has given written notice in accordance with Clause 44.1 39.1 (in which case the provisions of Clause 44 39 shall apply instead of this Clause 33.3 29.3 and Clauses 33.4 29.4 and 33.529.5) 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 29.3.1 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 29.3.2 take due and proper account of the interests of each Commissioning Body the Authority and Indemnified Persons; and 33.3.3 29.3.3 not settle or compromise any claim without the Authority’s 's Approval (not to be unreasonably withheld or delayed). 33.4 29.4 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 's obligations under the this Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless each Commissioning Body and each other Indemnified Persons from and against all Losses which each Commissioning Body the Authority and Indemnified Persons may suffer or incur in doing so. 33.5 29.5 The Authority shall not, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Bodythe Authority, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under the this Contract. 33.6 29.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with the this Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall promptly immediately notify each relevant Commissioning Bodies the Authority and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 33.6.1 29.6.1 modify any or all of the Services (which for the purposes of this Clause 33.6 29.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body the Authority or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 33.6.2 29.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 33.6.1 29.6.1 or 33.6.2 29.6.2 within twentytwenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract by notice in writing to the Supplier with effect from the date specified in that notice.

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 LSE fully and effectively indemnified and hold each Commissioning Body and each other Indemnified Person harmless from and on demand against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur as a result Loss of whatsoever nature arising out of or in connection with any breach claim that the Use of the Licensed Materials and / or Developed Materials (or any part thereof), as permitted by this Agreement, infringes the Intellectual Property Rights of a third party. If LSE becomes aware of any claim for, or allegations of, infringement, which may give rise to a claim under the indemnity given by the Supplier under Clause 33.1. 33.2 The Authority 11.4.1, LSE shall, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall, : promptly notify the Supplier in writing and shall not make any admissions without the prior written consent 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 ; at the Authority has given written notice in accordance with Clause 44.1 (in which case request and expense of the provisions of Clause 44 shall apply instead of this Clause 33.3 and Clauses 33.4 and 33.5) Supplier, allow the Supplier shall at its own expense to conduct and/or settle all negotiations and litigation resulting from 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 such claim; 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 with such negotiations 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 Persons from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur in doing so. 33.5 The Authority shall notlitigation, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by a Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed reimbursed by the Supplier under for any out of pocket expenses incurred in so doing. If the Contract. 33.6 If a claimuse or possession of the Developed Materials or the Use or possession of the Licensed Materials by LSE is adjudged to have infringed, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with the Contract or in the reasonable opinion of the Supplier either party is likely to be madeinfringe, a third party's Intellectual Property Rights the Supplier shall will promptly notify each relevant Commissioning Bodies and Indemnified Persons and, at its own expense expense: obtain for LSE the right to continue using and subject to possessing the Approval Developed Materials and / or Licensed Materials on reasonable terms (being no less beneficial than those contained in this Agreement): or modify or replace the Developed Materials and / or Licensed Materials (without detracting from the overall performance, functionality and other characteristics of the Authority (not to be unreasonably withheld Developed Materials and / or delayed), use its best endeavours to: 33.6.1 modify any or all of the Services (which for the purposes of this Clause 33.6 shall include any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)Licensed Materials) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement infringement. If the terms of Clauses 11.4.2(a) or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 33.6.2 procure 11.4.2(b) cannot be accomplished as specified therein within a licence to use and supply the Services, timeframe which are the subject of the alleged infringement, on terms which are is reasonably acceptable to LSE, then LSE shall have the Authority; and in the event that option to either: require the Supplier to remove the Developed Materials and / or Licensed Materials (or if LSE elects, those parts that infringe) from any Location and refund to LSE any sums paid under this Agreement for the parts removed; or terminate this Agreement for material breach which is unable not capable of remedy pursuant to comply with Clauses 33.6.1 or 33.6.2 within twentyClause 15.1.1.