Common use of The Provider Clause in Contracts

The Provider. (a) warrants that the receipt, use and onward supply of the Services and the Provider Outputs by the Provider shall not infringe the rights, including any Intellectual Property Rights, of any third party; (b) shall indemnify HEE in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by HEE arising out of or in connection with any claim brought against XXX for actual or alleged infringement of a third Party's Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt, use or supply of the Services and the Provider Outputs; and (c) shall not be in breach of the warranty at clause 29.10(a), and XXX shall have no claim under the indemnity at clause 29.10(b), to the extent the infringement arises from: (i) the use of HEE Materials in the development of, or the inclusion of HEE Materials in any Provider Output; (ii) any modification of the Provider Outputs or Services, other than by or on behalf of the Provider; and (iii) compliance with HEE's specifications or instructions, where infringement could not have been avoided while complying with such specifications or instructions and provided that the Provider shall notify HEE if it knows or suspects that compliance with such specification or instruction may result in infringement.

The Provider. (a) warrants that the receipt, use and onward supply of the Services and the Provider Outputs by the Provider shall not infringe the rights, including any Intellectual Property Rights, of any third party; (b) 11.10.1 shall indemnify HEE in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by HEE arising out of or in connection with any claim brought against XXX for actual or alleged infringement of a third Partyparty's Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt, use or supply of the Services and the Provider Outputs; and (c) 11.10.2 shall not be in breach of the warranty at clause 29.10(a)3.1.7, and XXX shall have no claim under the indemnity at clause 29.10(b)11.10.1, to the extent the infringement arises from: (i) the use of HEE Materials in the development of, or the inclusion of HEE Materials in any Provider Output; (ii) any modification of the Provider Outputs or Services, other than by or on behalf of the Provider; and (iii) compliance with HEE's specifications or instructions, where infringement could not have been avoided while complying with such specifications or instructions and provided that the Provider shall notify HEE if it knows or suspects that compliance with such specification or instruction may result in infringement.