Common use of IPR Indemnity Clause in Contracts

IPR Indemnity. The Supplier shall ensure and procure that the availability, provision and use of the 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. The Supplier shall during and after the DPS 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. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Authority; and the terms and conditions of this Dynamic Purchasing System Agreement shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 20.2.3(a) or to modify or replace an item pursuant to Clause 20.2.3(b), but this has not avoided or resolved the IPR Claim, then: the Authority may terminate this Dynamic Purchasing System Agreement by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 20.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. 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. 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. The Supplier shall ensure indemnify and procure keep LSE fully and effectively indemnified on demand against all Loss of whatsoever nature arising out of or in connection with any claim that the availability, provision and use Use of the Services Licensed Materials and / or Developed Materials (or any part thereof), as permitted under by this Agreement, infringes the Call Off Agreement and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any a third party. The Supplier shall during and after If LSE becomes aware of any claim for, or allegations of, infringement, which may give rise to a claim under the DPS Period, on written demand indemnify the Authority against all Losses incurred by or awarded against or agreed to be paid indemnity given by the Authority (whether before or after Supplier under Clause 11.4.1, LSE shall: promptly notify the making Supplier in writing and shall not make any admissions without the prior written consent of the demand pursuant Supplier; at the request and expense of the Supplier, allow the Supplier to conduct and/or settle all negotiations and litigation resulting from any such claim; and at the indemnity hereunder) arising from an IPR Claimrequest of the Supplier, afford all reasonable assistance with such negotiations or litigation, and shall be reimbursed by the Supplier for any out of pocket expenses incurred in so doing. If an IPR Claim the use or possession of the Developed Materials or the Use or possession of the Licensed Materials by LSE is madeadjudged to have infringed, or in the reasonable opinion of either party is likely to infringe, a third party's Intellectual Property Rights the Supplier anticipates that an IPR Claim might be made, the Supplier may, will promptly and at its own expense and sole option, eitherexpense: procure obtain for the Authority LSE the right to continue using and possessing the relevant item which is subject to the IPR Claim; 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 modify Licensed Materials (without detracting from the relevant item with non-infringing substitutes provided that: the performance overall performance, functionality and functionality other characteristics of the replaced Developed Materials and / or modified item is at least equivalent Licensed Materials) so as to avoid the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Authority; and the terms and conditions of this Dynamic Purchasing System Agreement shall apply to the replaced or modified Servicesinfringement. If the Supplier elects to procure a licence in accordance with Clause 20.2.3(aterms of Clauses 11.4.2(a) or 11.4.2(b) cannot be accomplished as specified therein within a timeframe which is reasonably acceptable to modify LSE, then LSE shall have the option to either: require the Supplier to remove the Developed Materials and / or replace an item 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 not capable of remedy pursuant to Clause 20.2.3(b), but this has not avoided or resolved the IPR Claim, then: the Authority may terminate this Dynamic Purchasing System Agreement by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 20.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. 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. 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 disrepute15.1.1.

IPR Indemnity. The Supplier shall ensure and procure that the availabilityat all times, provision and use of the 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. The Supplier shall during and after the DPS PeriodTerm, on written demand indemnify the Authority Customer, and keep the Customer indemnified, against all Losses losses, damages, costs or expenses and other liabilities (including legal fees) incurred by or by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. The Customer agrees that: it will notify the Supplier in writing of any IPR Claim; it will allow the Supplier to conduct all negotiations and proceedings and will provide the Supplier with all such reasonable assistance required by the Supplier, each at the Supplier's cost, with regard to the IPR Claim; and it will not, without first consulting with the Supplier, make any 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 reputation of the Customer into disrepute. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the AuthorityCustomer; and the terms and conditions of this Dynamic Purchasing System Agreement Contract shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 20.2.3(a) item, or to modify or replace an item pursuant to Clause 20.2.3(b), but this has not avoided or resolved the IPR Claim, then: the Authority may terminate this Dynamic Purchasing System Agreement by written notice with immediate effect; Contract and without prejudice reimburse the Customer for the Charges paid prior to the indemnity set out in Clause 20.2.2, the Supplier shall be liable for all reasonable and unavoidable costs date of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute itemstermination. The Supplier provisions of clauses 17.1 - 17.4 (inclusive) shall promptly notify the Authority (not apply in writing) respect of any IPR Claim caused by: any use by or on behalf of which it is aware. The Authority shall: notify the Supplier Customer of the relevant item in writing of combination with any IPR Claim of which it is awareitem not supplied pursuant to this Contract; allow (subject to Clause 20.2.7) or the Supplier to conduct all negotiations and proceedings and provide the Supplier with such reasonable assistance required use by the Supplier, each at Customer of 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 relevant item in such a way as manner not to bring the Authority into disreputereasonably anticipated by this Contract.

IPR Indemnity. 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 ensure indemnify the Purchaser against all claims, loss, liability, costs and/or expenses (including cost and procure 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 availabilityWork 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 apply to the extent that such claim, provision and 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 Services as permitted under the Call Off Agreement and the performance Managed Service; or any modification carried out by or on behalf of the Supplier's responsibilities and obligations hereunder Purchaser to any item supplied by the Contractor under this Contract if such modification is not authorised by the Contractor in writing. Each Party shall not infringe promptly notify the other Party if any Intellectual Property Rights claim or demand is made or action brought against the Contractor for infringement or alleged infringement of any third partyIPRs to which Clause 17.2 may apply. Provided that it undertakes the defence of the claim with reasonable diligence and complies with its indemnity obligations under this Clause 17, the Contractor shall be entitled exclusively to conduct any litigation arising therefrom and all negotiations in connection therewith. The Supplier shall during Purchaser shall: at the request and after expense of the DPS PeriodContractor, on written afford to the Contractor all reasonable assistance for the purpose of contesting any such claim; and not make any admissions which may be prejudicial to the defence or settlement of any claim, demand indemnify or action for infringement or alleged infringement of any IPR to which Clause 17.2 may apply. If a claim or demand is made or action brought to which Clause 17.2 may apply, or in the Authority against all Losses incurred by or awarded against or agreed reasonable opinion of the Contractor is likely to be paid by the Authority (whether before made or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be madebrought, the Supplier may, Contractor may at its own expense and sole option, within a reasonable time either: procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: Managed Service and/or the Documentation or the Services without reducing the performance and functionality of the replaced same or modified item is at least equivalent causing any adverse effect to the operations of any Indemnified Party, or substitute an alternative software or services of equivalent performance and functionality for any or all of the original itemManaged Service or the Services, so as to avoid the infringement or the alleged infringement; the replaced or modified item does not have an adverse effect on procure any other Services; there licence(s) required to avoid such claim demand or action. If a claim or demand is no additional cost made or action brought to the Authority; which Clause 17.2 applies and the terms and conditions measures set out in Clause 17.7 have not been taken by the Purchaser within twenty (20) Business Days of this Dynamic Purchasing System Agreement shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 20.2.3(a) or to modify or replace an item pursuant to Clause 20.2.3(b)relevant, but this has not avoided or resolved the IPR Claimclaim, then: the Authority may Purchaser shall be entitled to terminate this Dynamic Purchasing System Agreement Contract with immediate effect by way of a written notice with immediate effectserved on the Contractor referencing this Clause 17.8; and without prejudice to the indemnity set out in Clause 20.2.2, the Supplier Contractor shall be liable for all reasonable the value of a replacement for the Managed Service and unavoidable costs of the substitute items and/or services including the Services or part thereof together with additional costs of procuring, incurred in 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. 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 disreputereplacements.

IPR Indemnity. The Supplier shall ensure and procure that the availability, provision and use of the 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. The Subject to the Authority’s continued compliance with Clause 43.2.6, the Supplier shall during and after the DPS 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. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Authority; and the terms and conditions of this Dynamic Purchasing System Framework Agreement shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 20.2.3(a43.2.3(a) or to modify or replace an item pursuant to Clause 20.2.3(b43.2.3(b), but this has not avoided or resolved the IPR Claim, then: the Authority may terminate this Dynamic Purchasing System Framework Agreement by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 20.2.243.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. 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 20.2.743.2.7) 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. The Supplier shall ensure and procure that the availability, provision and use of the 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. The Supplier shall at during and after the DPS Framework Period, on written demand indemnify the Authority against all Losses incurred by or by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Authority; and the terms and conditions of this Dynamic Purchasing System Framework Agreement shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 20.2.3(a23.2.3(a) or to modify or replace an item pursuant to Clause 20.2.3(b23.2.3(b), but this has not avoided or resolved the IPR Claim, then: the Authority may terminate this Dynamic Purchasing System Framework Agreement by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 20.2.223.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. The Supplier shall promptly notify the Authority (in writing) of any IPR Claim of which it is awareClaim. The Authority shall: notify the Supplier in writing of any IPR Claim of which it is aware; allow (subject to Clause 20.2.723.2.7) 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. The Supplier 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 owned by any third party. Supplier shall ensure at its own expense defend and procure settle any claim against Xxxxx alleging that the availability, provision and use of the Services as permitted under Deliverables in accordance with the Call Off Agreement and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any infringes Intellectual Property Rights of any a third party. The Supplier shall during pay infringement claim defence costs, Supplier negotiated settlement amounts, and after court-awarded damages. The foregoing shall apply provided that Buyer without undue delay informs Supplier in writing of any such claim. Supplier shall have sole control over any proceeding or 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 DPS Periodproceedings, on written demand indemnify Supplier shall keep Buyer fully informed and Buyer shall have the Authority against all Losses incurred by or awarded against or agreed right to be paid by present at the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, proceedings with separate counsel at its own expense and sole optionexpense. If Supplier does not act against such claims or actions, either: procure for the Authority Buyer shall within a reasonable time have the right to continue using 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 relevant item which Deliverables are held to infringe any third party rights and the use of the Deliverables is enjoined, or if Supplier reasonably determines that any of the Deliverables may become subject to a claim of infringement, Supplier shall at its cost and expense and at its option; procure for Buyer the IPR Claimright to continued use; or replace or modify the relevant item Deliverables so that they cease to infringe the third party rights, while Supplier stays fully compliant with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Authority; and the terms and conditions specifications of this Dynamic Purchasing System Agreement Agreement; or if neither of the foregoing is possible on reasonable commercial terms, refund Buyer the amount paid under the Agreement. Buyer shall apply have the right to terminate the replaced relevant Delivery Contract or modified Services. If the Supplier elects to procure a licence Purchase Order (at Buyer’s discretion), in whole or in part, with immediate effect in accordance with Clause 20.2.3(a) or to modify or replace an item pursuant to Clause 20.2.3(b), but this has not avoided or resolved section 28.2. (without the IPR Claim, then: the Authority may terminate this Dynamic Purchasing System Agreement by written notice with immediate effect; and without prejudice to the indemnity remedy period set out in Clause 20.2.2that 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. Supplier shall not be liable for all reasonable and unavoidable costs obliged to defend or indemnify Buyer if any claim of infringement results from: Xxxxx’s unauthorised modifications to the Deliverables; Deliverables used as specifically prohibited in the Agreed Specifications, or a combination of the substitute items and/or services including the additional costs of procuring, implementing Deliverables 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 equipment or third party software other than equipment or third party software provided or approved 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 extent that the IPR Claim diligently using competent counsel and in infringement is due solely to such a way as not to bring the Authority into disreputecombination.

IPR Indemnity. The Supplier shall ensure and procure that the availability, provision and use of the 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. The Supplier shall at during and after the DPS Period, on written demand Commercial Agreement Period indemnify the Authority against all Losses incurred by or by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Authority; and the terms and conditions of this Dynamic Purchasing System Commercial Agreement shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 20.2.3(aB10.2(c)(i) above or to modify or replace an item pursuant to Clause 20.2.3(b)B10.2(c)(ii) above, but this has not avoided or resolved the IPR Claim, then: the The Authority may terminate this Dynamic Purchasing System the Commercial Agreement by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 20.2.2B10.2(b) above, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. 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. 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.