Common use of IPR Indemnity Clause in Contracts

IPR Indemnity. The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Contracting Authority against all Losses incurred by, awarded against, or agreed to be paid by the Contracting 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 Contracting 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 Contracting Authority; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Contracting Authority may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. The Supplier shall, shall at during and after the Call Off Contract Period, on written demand, demand indemnify the Contracting Authority Customer against all Losses incurred by, awarded against, against or agreed to be paid by the Contracting Authority Customer (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 Contracting 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 Contracting AuthorityCustomer; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a(a) or to modify or replace an item pursuant to Clause 33.9.2(b(b), but this has not avoided or resolved the IPR Claim, then: the Contracting Authority Customer may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.134.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. The Supplier shall, shall at during and after the Call Call-Off Contract Period, on written demand, demand indemnify the Contracting Authority Customer against all Losses incurred by, awarded against, against or agreed to be paid by the Contracting Authority Customer (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 Contracting 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 Contracting AuthorityCustomer; and the terms and conditions of this Call Call-Off Contract shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a30.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b30.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Contracting Authority Customer may terminate this Call Call-Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, 30.9.1 the Supplier shall be liable for all reasonable and unavoidable costs of the substitute Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Contracting Authority against all Losses incurred by, awarded against, or agreed to be paid by the Contracting 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 Contracting 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 Contracting Authority; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a(a) or to modify or replace an item pursuant to Clause 33.9.2(b(b), but this has not avoided or resolved the IPR Claim, then: the Contracting Authority may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute Services including the additional costs of procuring, implementing and maintaining the substitute items.