Common use of REPRESENTATION, WARRANTIES AND INDEMNIFICATION Clause in Contracts

REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 10.1 The Publisher warrants to the Licensee that it is entitled to grant the licence in this Agreement and that the use of the Licensed Material as contemplated in this Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Licensee and Authorised Institutions shall have no liability and the Publisher will indemnify, defend and hold the Licensee and Authorised Institutions harmless against any and all direct damages, liabilities, claims, causes of action, attorneys' fees and costs incurred by the Licensee or Authorised Institutions in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Licensee's and Authorised Institution's use of the Licensed Material, provided that: (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Licensee and Authorised Institution(s) provide the Publisher with prompt notice of any such claim or threat of claim; (3) the Licensee and Authorised institutions co- operate fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim.

REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 10.1 11.1 The Publisher warrants to the Licensee that it is entitled to grant the licence in this Agreement and that the use of the Licensed Material as contemplated in this Agreement and the Sub-Licence Agreement will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Licensee and Authorised Institutions shall have no liability and the Publisher will indemnify, defend and hold the Licensee and Authorised Institutions harmless against any and all direct damages, liabilities, claims, causes of action, attorneys' fees and costs incurred by the Licensee or Authorised Institutions in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Licensee's and Authorised Institution's use of the Licensed Material, provided that: (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this LicenceAgreement and the Sub-Licence Agreement; (2) the Licensee and Authorised Institution(s) provide the Publisher with prompt notice of any such claim or threat of claim; (3) the Licensee and Authorised institutions co- operate co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim.