IPR Indemnity. 16.1. The Contractor shall indemnify Smart DCC against all claims, demands, actions, costs and expenses (including legal costs and disbursements on a solicitor and client basis) which Smart DCC incurs as a result of any infringement or alleged infringement of any third party Intellectual Property Rights arising directly from the delivery by the Contractor of the Services to Smart DCC. 16.2. Smart DCC shall notify the Contractor promptly in writing of any claim under clause 16.1 of which it is aware. 16.3. The Contractor shall have the exclusive right, at the Contractor’s expense, to conduct any litigation and negotiations for a settlement of the claim and Smart DCC will give the Contractor reasonable assistance at the Contractor’s expense. 16.4. Smart DCC shall not make any admission or take any other action which might be prejudicial to any proceedings conducted by the Contractor under clause 16.3 without the express consent of the Contractor. 16.5. The Contractor shall not use Smart DCC’s name in any action or claim without Smart DCC’s prior written consent. 16.6. If the Services (or any part of them), are held to constitute an infringement under clause 16.1, the Contractor shall at its own expense and discretion: 16.6.1. procure for Smart DCC, with Smart DCC’s agreement, the right to continue using the Services; or 16.6.2. modify the Services so that the Services are non-infringing without materially detracting from their overall performance; or 16.6.3. replace the infringing Services with other non-infringing items or services having a capability materially equivalent to the infringing Services. 16.7. The Contractor has no obligation to indemnify, defend or hold Smart DCC harmless: 16.7.1. if the Services or any deliverables there under are altered or modified by anyone other than the Contractor, or used outside the scope of use identified in this Agreement; 16.7.2. to the extent that an infringement claim is based upon any software, design, specification, instruction, data or other material not furnished by the Contractor; or 16.7.3. to the extent an infringement claim is based upon the combination of the Services or any deliverable there under with any products or services not provided to Smart DCC by the Contractor. 16.8. This clause 16 provides the parties’ exclusive remedies and liabilities for any claim or damages involving infringement.
Appears in 3 contracts
Samples: Change Management Agreement, Contractor Agreement, Terms and Conditions
IPR Indemnity. 16.1. The Contractor shall indemnify Smart DCC against all claims, demands, actions, costs and expenses (including legal costs and disbursements on a solicitor and client basis) which Smart DCC incurs as a result of any infringement or alleged infringement of any third party Intellectual Property Rights arising directly from the delivery by the Contractor of the Services to Smart DCC.
16.2. Smart DCC shall notify the Contractor promptly in writing of any claim under clause 16.1 of which it is aware.
16.3. The Contractor shall have the exclusive right, at the Contractor’s expense, to conduct any litigation and negotiations for a settlement of the claim and Smart DCC will give the Contractor reasonable assistance at the Contractor’s expense.
16.4. Smart DCC shall not make any admission or take any other action which might be prejudicial to any proceedings conducted by the Contractor under clause 16.3 without the express consent of the Contractor.
16.5. The Contractor shall not use Smart DCC’s name in any action or claim without Smart DCC’s prior written consent.
16.6. If the Services (or any part of them), are held to constitute an infringement under clause 16.1, the Contractor shall at its own expense and discretion:
16.6.1. procure for Smart DCC, with Smart DCC’s agreement, the right to continue using the Services; or
16.6.2. modify the Services so that the Services are non-infringing without materially detracting from their overall performance; or
16.6.3. replace the infringing Services with other non-infringing items or services having a capability materially equivalent to the infringing Services.
16.7. The Contractor has no obligation to indemnify, defend or hold Smart DCC harmless:
16.7.1. (a) if the Services or any deliverables there under are altered or modified by anyone other than the Contractor, or used outside the scope of use identified in this Agreement;
16.7.2. (b) to the extent that an infringement claim is based upon any software, design, specification, instruction, data or other material not furnished by the Contractor; or
16.7.3. (c) to the extent an infringement claim is based upon the combination of the Services or any deliverable there under with any products or services not provided to Smart DCC by the Contractor.
16.8. This clause Clause 16 provides the parties’ exclusive remedies and liabilities for any claim or damages involving infringement.
Appears in 2 contracts
Samples: Switching CSS VFM Assessment Agreement, Interim Time Recording Solution Agreement
IPR Indemnity. 16.1. The Contractor shall indemnify Smart and keep DCC and its directors, officers and employees indemnified against all claims, demands, actions, costs and expenses (including reasonable legal costs and disbursements on a solicitor and client basis) which Smart DCC incurs as a result of any infringement or alleged infringement of any third party Intellectual Property Rights arising directly from the delivery by the Contractor of the Services to Smart DCC.
16.2. Smart DCC shall notify the Contractor promptly in writing of any claim under clause 16.1 of which it is aware.
16.3. The Contractor shall have the exclusive right, at the Contractor’s expense, to conduct any litigation and negotiations for a settlement of the claim and Smart DCC will give the Contractor reasonable assistance at the Contractor’s expense.
16.4. Smart DCC shall not make any admission or take any other action which might be prejudicial to any proceedings conducted by the Contractor under clause 16.3 without the express consent of the Contractor.
16.5. The Contractor shall not use Smart DCC’s name in any action or claim without Smart DCC’s prior written consent.
16.6. If the Services (or any part of them), are held to constitute an infringement under clause 16.1, the Contractor shall at its own expense and discretion:
16.6.1. procure for Smart DCC, with Smart DCC’s agreement, the right to continue using the Services; or
16.6.2. modify the Services so that the Services are non-infringing without materially detracting from their overall performance; or
16.6.3. replace the infringing Services with other non-infringing items or services having a capability materially equivalent to the infringing Services.
16.7. The Contractor has no obligation to indemnify, defend or hold Smart DCC harmless:
16.7.1. (a) if the Services or any deliverables there under are altered or modified by anyone other than the Contractor, or used outside the scope of use identified in this Agreement;
16.7.2. (b) to the extent that an infringement claim is based upon any software, design, specification, instruction, data or other material not furnished by the Contractor; or
16.7.3. (c) to the extent an infringement claim is based upon the combination of the Services or any deliverable there under with any products or services not provided to Smart DCC by the Contractor.
16.8. This clause Clause 16 provides the parties’ exclusive remedies and liabilities for any claim or damages involving infringement.
Appears in 1 contract
IPR Indemnity. 16.1. The Contractor shall indemnify Smart DCC and its Group against all claims, demands, actions, costs and expenses (including legal costs and disbursements on a solicitor and client basis) which Smart DCC or its Group incurs as a result of any infringement or alleged infringement of any third party Intellectual Property Rights arising directly from the delivery by the Contractor of the Services to Smart DCC.
16.2. Smart DCC shall notify the Contractor promptly in writing of any claim under clause Clause 16.1 of which it is aware.
16.3. The Contractor shall have the exclusive right, at the Contractor’s expense, to conduct any litigation and negotiations for a settlement of the claim and Smart DCC will give the Contractor reasonable assistance at the Contractor’s expense.
16.4. Smart DCC shall not make any admission or take any other action which might be prejudicial to any proceedings conducted by the Contractor under clause Clause 16.3 without the express consent of the Contractor.
16.5. The Contractor shall not use Smart DCC’s name in any action or claim without Smart DCC’s prior written consent.
16.6. If the Services (or any part of them), are held to constitute an infringement under clause Clause 16.1, the Contractor shall at its own expense and discretion:
16.6.1. procure for Smart DCC, with Smart DCC’s agreement, the right to continue using the Services; or
16.6.2. modify the Services so that the Services are non-infringing without materially detracting from their overall performance; or
16.6.3. replace the infringing Services with other non-infringing items or services having a capability materially equivalent to the infringing Services.
16.7. The Contractor has no obligation to indemnify, defend or hold Smart DCC harmless:
16.7.1. if the Services or any deliverables there under are altered or modified by anyone other than the Contractor, or used outside the scope of use identified in this Agreement;
16.7.2. to the extent that an infringement claim is based upon any software, design, specification, instruction, data or other material not furnished by the Contractor; or
16.7.3. to the extent an infringement claim is based upon the combination of the Services or any deliverable there under with any products or services not provided to Smart DCC by the Contractor.
16.8. This clause Clause 16 provides the parties’ exclusive remedies and liabilities for any claim or damages involving infringement.
Appears in 1 contract
Samples: Provision of a Study to Demonstrate the Technology and Security Landscape for the Next 10 – 15 Years
IPR Indemnity. 16.1. The Contractor Each party (the “Indemnifying Party”) shall indemnify Smart DCC the other (the “Indemnified Party”) against all claims, demands, actions, costs and expenses (including legal costs and disbursements on a solicitor and client basis) which Smart DCC the Indemnified Party incurs as a result of any infringement or alleged infringement of any third party Intellectual Property Rights arising directly directly:
16.1.1. where the Contractor is the Indemnifying Party, from the delivery use or possession by the Contractor Smart DCC of the Services to Project Generated IPR; or
16.1.2. where Smart DCCDCC is the Indemnifying Party, from the Contractor’s use or possession of the DCC Data and/or the Smart DCC IPR.
16.2. Smart DCC The Indemnified Party shall notify the Contractor Indemnifying Party promptly in writing of any claim under clause 16.1 of which it is aware.
16.3. The Contractor Indemnifying Party shall have the exclusive right, at the Contractor’s Indemnifying Party expense, to conduct any litigation and negotiations for a settlement of the claim and Smart DCC the Indemnified Party will give the Contractor Indemnifying Party reasonable assistance at the Contractor’s Indemnifying Party expense.
16.4. Smart DCC The Indemnified Party shall not make any admission or take any other action which might be prejudicial to any proceedings conducted by the Contractor Indemnifying Party under clause 16.3 without the express consent of the ContractorIndemnifying Party.
16.5. The Contractor Indemnifying Party shall not use Smart DCCthe Indemnified Party’s name in any action or claim without Smart DCCthe Indemnified Party’s prior written consent.
16.6. If the Services (or any part of them), are held to constitute an infringement under clause 16.1, the Contractor shall at its own expense and discretion:
16.6.1. procure for Smart DCC, with Smart DCC’s agreement, the right to continue using the Services; or
16.6.2. modify the Services so that the Services are non-infringing without materially detracting from their overall performance; or
16.6.3. replace the infringing Services with other non-infringing items or services having a capability materially equivalent to the infringing Services,
6.1 16.6.3 are not possible the Contractor may terminate this Agreement on written notice to Smart DCC.
16.7. The Contractor has no obligation to indemnify, defend or hold Smart DCC harmless:
16.7.1. (a) if the Services or any deliverables there under are altered or modified by anyone other than the Contractor, or used outside the scope of use identified in this Agreement;
16.7.2. (b) to the extent that an infringement claim is based upon any software, design, specification, instruction, data or other material not furnished by the Contractor; or
16.7.3. (c) to the extent an infringement claim is based upon the combination of the Services or any deliverable there under with any products or services not provided to Smart DCC by the Contractor.
16.8. This clause Clause 16 provides the parties’ exclusive remedies and liabilities for any claim or damages involving Intellectual Property Rights infringement.
Appears in 1 contract
Samples: Terms and Conditions
IPR Indemnity. 16.1. The Contractor shall indemnify Smart DCC against all claims, demands, actions, costs and expenses (including legal costs and disbursements on a solicitor and client basis) which Smart DCC incurs as a result of any infringement or alleged infringement of any third party Intellectual Property Rights arising directly from the delivery by the Contractor of the Services to Smart DCC.
16.2. Smart DCC shall notify the Contractor promptly in writing of any claim under clause 16.1 of which it is aware.
16.3. The Contractor shall have the exclusive right, at the Contractor’s expense, to conduct any litigation and negotiations for a settlement of the claim and Smart DCC will give the Contractor reasonable assistance at the Contractor’s expense.
16.4. Smart DCC shall not make any admission or take any other action which might be prejudicial to any proceedings conducted by the Contractor under clause 16.3 without the express consent of the Contractor.
16.5. The Contractor shall not use Smart DCC’s name in any action or claim without Smart DCC’s prior written consent.
16.6. If the Services (or any part of them), are held to constitute an infringement under clause 16.1, the Contractor shall at its own expense and discretion:
16.6.1. 16.6.1 procure for Smart DCC, with Smart DCC’s agreement, the right to continue using the Services; or
16.6.2. 16.6.2 modify the Services so that the Services are non-infringing without materially detracting from their overall performance; or
16.6.3. 16.6.3 replace the infringing Services with other non-infringing items or services having a capability materially equivalent to the infringing Services.
16.7. The Contractor has no obligation to indemnify, defend or hold Smart DCC harmless:
16.7.1. (a) if the Services or any deliverables there under are altered or modified by anyone other than the Contractor, or used outside the scope of use identified in this Agreement;
16.7.2. (b) to the extent that an infringement claim is based upon any software, design, specification, instruction, data or other material not furnished by the Contractor; or
16.7.3. (c) to the extent an infringement claim is based upon the combination of the Services or any deliverable there under with any products or services not provided to Smart DCC by the Contractor.
16.8. This clause Clause 16 provides the parties’ exclusive remedies and liabilities for any claim or damages involving infringement.
Appears in 1 contract
Samples: Design Proving Agreement
