Common use of Third Party Intellectual Property Rights Clause in Contracts

Third Party Intellectual Property Rights. 5.1 SSH is liable to ensure and represents and warrants that it has the right to grant to the Customer all rights to the Software agreed upon in this Agreement. 5.2 SSH undertakes at its own cost to be liable for all payments inflicted upon the Customer by the Software in respect of infringements concerning the patents, cop- yrights, registered designs or other intellectual property rights of a third party which the Customer is obliged to pay on the basis of a legally valid decision of a court of law or a settlement agreement accepted by SSH. What is stated above in this section 5.2 shall be valid provided that the Customer (i) informs SSH of a claim concerning an infringement promptly after the receipt of such information; (ii) allows SSH to modify the Software as it chooses so that it does not infringe the rights of a third party, or allows SSH to acquire a licence from the holder of the right that is allegedly being infringed upon by the Software; and (iii) allows SSH to defend the Customer against the al- leged infringement in question. 5.3 SSH shall not be liable in the manner mentioned above in section 5.2 if the claim is based on a modifica- tion of the Software performed by the Customer or on combining the Software with software other than a Soft- ware delivered to the Customer by SSH, and if no in- fringement would take place without such modification or combination, or if the infringement arises solely from some other cause than a SSH product, or if the Customer has used the Software in a manner contrary to these General Licence Terms. If a third party presents to SSH a claim based on the abovementioned matters concern- ing an infringement, the Customer shall be obliged to indemnify SSH for all direct costs, losses and damages caused by such infringement in accordance with a xx- xxxxx valid judgement or a settlement agreement ac- cepted by the Customer as presented in subsections (i, ii and iii) of section 5.2.