Common use of IPRs INDEMNITY Clause in Contracts

IPRs INDEMNITY. 22.1 The Supplier shall at all times, during and after the Term, on written demand indemnify Network Rail and each other Indemnified Person, and keep Network Rail and each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to be paid by an Indemnified Person arising from an IPRs Claim. 22.2 If an IPRs Claim is made, or the Supplier anticipates that an IPRs Claim might be made, the Supplier may, at its own expense and sole option, either: 22.2.1 procure for Network Rail or other relevant Indemnified Person the right to continue using the relevant item which is subject to the IPRs Claim; or 22.2.2 replace or modify the relevant item with non-infringing substitutes provided that: 22.2.2.1 the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; 22.2.2.2 the replaced or modified item does not have an adverse effect on any other services or the IT Environment; 22.2.2.3 there is no additional cost to Network Rail or relevant Indemnified Person (as the case may be); and 22.2.2.4 the terms and conditions of this Agreement shall apply to the replaced or modified Services. 22.3 If the Supplier elects to procure a licence in accordance with clause 22.2.1 or to modify or replace an item pursuant to clause 22.2.2, but this has not avoided or resolved the IPRs Claim, then: 22.3.1 Network Rail may terminate this Agreement (if subsisting) with immediate effect by written notice to the Supplier; and 22.3.2 without prejudice to the indemnity set out in clause 22.1, 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.

IPRs INDEMNITY. 22.1 ‌ 19.1 The Supplier shall at all times, during and after the Term, on written demand indemnify Network Rail and each other Indemnified Person, and keep Network Rail and each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to be paid by an Indemnified Person arising from an IPRs Claim. 22.2 19.2 If an IPRs Claim is made, or the Supplier anticipates that an IPRs Claim might be made, the Supplier may, at its own expense and sole option, either: 22.2.1 (a) procure for Network Rail or RCDTS, the Customer and the other relevant Indemnified Person Person(s) the right to continue using the relevant item which is subject to the IPRs Claim; or 22.2.2 (b) replace or modify the relevant item with non-infringing substitutes provided that: 22.2.2.1 (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; 22.2.2.2 (ii) the replaced or modified item does not have an adverse effect on any other services or the IT Environment; 22.2.2.3 (iii) there is no additional cost to Network Rail RCDTS, the Customer or the other relevant Indemnified Person (as the case may be); and 22.2.2.4 (iv) the terms and conditions of this Agreement shall apply to the replaced or modified Services. 22.3 19.3 If the Supplier elects to procure a licence in accordance with clause 22.2.1 Clause 19(a) or to modify or replace an item pursuant to clause 22.2.2Clause 19(b), but this has not avoided or resolved the IPRs Claim, then: 22.3.1 Network Rail (a) RCDTS may terminate this Agreement (if subsisting) with immediate effect by written notice to the Supplier; and 22.3.2 (b) without prejudice to the indemnity set out in clause 22.1Clause 19.19, 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.

IPRs INDEMNITY. 22.1 19.1 The Supplier shall at all times, during and after the Term, on written demand indemnify Network Rail and each other Indemnified Person, and keep Network Rail and each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to be paid by an Indemnified Person arising from an IPRs Claim. 22.2 19.2 If an IPRs Claim is made, or the Supplier anticipates that an IPRs Claim might be made, the Supplier may, at its own expense and sole option, either: 22.2.1 19.2.1 procure for Network Rail or other relevant Indemnified Person the right to continue using the relevant item which is subject to the IPRs Claim; or 22.2.2 19.2.2 replace or modify the relevant item with non-infringing substitutes provided that: 22.2.2.1 19.2.2.1 the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; 22.2.2.2 19.2.2.2 the replaced or modified item does not have an adverse effect on any other services or the IT Environment; 22.2.2.3 19.2.2.3 there is no additional cost to Network Rail or relevant Indemnified Person (as the case may be); and 22.2.2.4 19.2.2.4 the terms and conditions of this Agreement Contract shall apply to the replaced or modified Services. 22.3 19.3 If the Supplier elects to procure a licence in accordance with clause 22.2.1 19.2.1 or to modify or replace an item pursuant to clause 22.2.219.2.2, but this has not avoided or resolved the IPRs Claim, then: 22.3.1 19.3.1 Network Rail may terminate this Agreement Contract (if subsisting) with immediate effect by written notice to the Supplier; and 22.3.2 19.3.2 without prejudice to the indemnity set out in clause 22.119.1, 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.

IPRs INDEMNITY. 22.1 19.1 The Supplier shall at all times, during and after the Term, on written demand indemnify Network Rail the Authority and each other Indemnified Person, and keep Network Rail the Authority and each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to be paid by an Indemnified Person arising from an IPRs Claim. 22.2 19.2 If an IPRs Claim is made, or the Supplier anticipates that an IPRs Claim might be made, the Supplier may, at its own expense and sole option, either: 22.2.1 (a) procure for Network Rail the Authority or other relevant Indemnified Person the right to continue using the relevant item which is subject to the IPRs Claim; or 22.2.2 (b) replace or modify the relevant item with non-infringing substitutes substitutes, provided that: 22.2.2.1 (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; 22.2.2.2 (ii) the replaced or modified item does not have an adverse effect on the Services or any other services or the IT Environmentservices; 22.2.2.3 (iii) there is no additional cost to Network Rail the Authority or relevant Indemnified Person (as the case may be); and 22.2.2.4 (iv) the terms and conditions of this Agreement shall apply to the replaced or modified Services. 22.3 19.3 If the Supplier elects to procure a licence in accordance with clause 22.2.1 Clause 19.2(a) or to modify or replace an item pursuant to clause 22.2.2Clause 19.2(b), but this has not avoided or resolved the IPRs Claim, then: 22.3.1 Network Rail (a) the Authority may terminate this Agreement (if subsisting) with immediate effect by written notice to the Supplier; and 22.3.2 (b) without prejudice to the indemnity set out in clause 22.1Clause 19.1, 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.

IPRs INDEMNITY. 22.1 20.1 The Supplier shall at all times, during and after the Term, on written demand indemnify Network Rail the Authority and each other Indemnified Person, and keep Network Rail the Authority and each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to be paid by an Indemnified Person arising from an IPRs Claim. 22.2 20.2 If an IPRs Claim is made, or the Supplier anticipates that an IPRs Claim might be made, the Supplier may, at its own expense and sole option, either: 22.2.1 (a) procure for Network Rail the Authority or other relevant Indemnified Person the right to continue using the relevant item which is subject to the IPRs Claim; or 22.2.2 (b) replace or modify the relevant item with non-infringing substitutes provided that: 22.2.2.1 (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; 22.2.2.2 (ii) the replaced or modified item does not have an adverse effect on any other services or the IT Environment; 22.2.2.3 (iii) there is no additional cost to Network Rail the Authority or relevant Indemnified Person (as the case may be); and 22.2.2.4 (iv) the terms and conditions of this Agreement shall apply to the replaced or modified Services. 22.3 20.3 If the Supplier elects to procure a licence in accordance with clause 22.2.1 Clause 20.2(a) or to modify or replace an item pursuant to clause 22.2.2Clause 20.2(b), but this has not avoided or resolved the IPRs Claim, then: 22.3.1 Network Rail (a) the Authority may terminate this Agreement (if subsisting) with immediate effect by written notice to the Supplier; and 22.3.2 (b) without prejudice to the indemnity set out in clause 22.1Clause 20.1, 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.

IPRs INDEMNITY. 22.1 26.1 The Supplier shall at all times, during and after the Term, on written demand indemnify Network Rail the Authority and each other Indemnified Person, and keep Network Rail the Authority and each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to be paid by an Indemnified Person arising from an IPRs Claim. 22.2 26.2 If an IPRs Claim is made, or the Supplier anticipates that an IPRs Claim might be made, the Supplier may, at its own expense and sole option, either: 22.2.1 (a) procure for Network Rail the Authority or other relevant Indemnified Person the right to continue using the relevant item which is subject to the IPRs Claim; or 22.2.2 (b) replace or modify the relevant item with non-infringing substitutes provided that: 22.2.2.1 (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; 22.2.2.2 (ii) the replaced or modified item does not have an adverse effect on any other services or the IT ICT Environment; 22.2.2.3 (iii) there is no additional cost to Network Rail the Authority or relevant Indemnified Person (as the case may be); and 22.2.2.4 (iv) the terms and conditions of this Agreement shall apply to the replaced or modified Services. 22.3 26.3 If the Supplier elects to procure a licence in accordance with clause 22.2.1 Clause 26.226.2(a) or to modify or replace an item pursuant to clause 22.2.2Clause 26.2(b), but this has not avoided or resolved the IPRs Claim, then: 22.3.1 Network Rail (a) the Authority may terminate this Agreement (if subsisting) with immediate effect by written notice to the Supplier; and 22.3.2 (b) without prejudice to the indemnity set out in clause 22.1Clause 26.1, 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.