Common use of IPR Indemnity Clause in Contracts

IPR Indemnity. 15.1 If the use by the Client of the Website, Software or Materials according to this Agreement and/or the receipt of the Services is subject to a third party claim that the third party’s IPRs have been infringed (an Infringement Claim), the Company will indemnify the Client against that claim provided that: 15.1.1 the Client notifies the Company about the Infringement Claim immediately and allows the Company to take complete control of the Infringement Claim; 15.1.2 the Client makes no admissions or settlements without the Company’s consent and does nothing to prejudice the Company’s defence of the Infringement Claim; 15.1.3 the Client gives the Company all assistance reasonably requested by the Company in connection with the Infringement Claim; 15.1.4 the Infringement Claim does not arise as a result of the use of the Website, Software and/or Materials in combination with equipment or programs not specified in the relevant Statement of Work or approved in writing by a director of the Company; and 15.1.5 the Infringement Claim does not arise as a result of the inclusion within the Materials, Website or Software of Client Materials provided by the Client for such inclusion. 15.2 The Company shall have no obligation to indemnify the Client in respect of an Infringement Claim to the extent that the Infringement Claim is the result of the use by the Company of information or Client Materials provided by the Client. 15.3 In the event there is an Infringement Claim, the Company may use reasonable commercial efforts to negotiate the right for the Client to continue to receive the Services, use the Website, Software or Materials (as the case may be), modify the Services or modify or replace the Website, Software or Materials. If the Company’s negotiations are unsuccessful the Company may terminate this Agreement and refund the sums paid by the Client. 15.4 This clause 15 states the entire liability of the Company to the Client in respect of any Infringement Claim.