Nominal Insurer Material Sample Clauses

Nominal Insurer Material. (a) To the extent that the Service Provider needs to use any of the Nominal Insurer Material for the purpose of performing its obligations under the Agreement, the Nominal Insurer grants to the Service Provider (or will procure from the relevant Licensee for the benefit of the Service Provider, if relevant) for the Term and any Disengagement Period, subject to any direction by the Nominal Insurer, a royalty-free, non-exclusive, non-transferable licence to use, reproduce, adapt, Modify and communicate such Material solely for the purpose of providing the Services. (b) The Nominal Insurer indemnifies the Service Provider against Losses reasonably sustained or incurred by the Service Provider as a result of a Claim made by a third party arising out of or in connection with an allegation that the Nominal Insurer Material (including the use of any Nominal Insurer Material by the Service Provider) infringes the Intellectual Property Rights or Moral Rights of the third party (NIM IPR Infringement Claim). (c) The indemnity in clause 55.9(b) does not apply to the extent that the NIM IPR Infringement Claim results from: (i) or in connection with any alteration or Modification by the Service Provider or its Personnel or any third party of any Nominal Insurer Material, other than in accordance with the Agreement; or (ii) use of any Nominal Insurer Material: (A) in breach of the Agreement, or outside the scope of the licence of Nominal Insurer Material granted by the Nominal Insurer to the Service Provider under the Agreement, including any use other than for the purpose of providing the Services; or (B) in conjunction with any other software not licensed to the Nominal Insurer from the Service Provider, except where the Nominal Insurer has required or advised the Service Provider in writing to use other software not licensed to the Service Provider by the Nominal Insurer with the any Nominal Insurer Material.
Sample 1
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Related to Nominal Insurer Material

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