Common use of Warranties and Indemnity Clause in Contracts

Warranties and Indemnity. 8.1 AvantGo warrants; (i) that AvantGo has not granted and will not grant any rights in the Software to any third party which grant is inconsistent with the rights granted to Microsoft in this Agreement; (ii) that to the best of AvantGo's knowledge, the Software does not infringe any patent; (iii) that the Software does not infringe any trade secret, copyright or other proprietary right held by a third party, provided that Microsoft agrees that AvantGo shall not be responsible for any settlement made by Microsoft which would require an admission of AvantGo's breach of subsections (ii) and (iii) without AvantGo's written permission, whose permission shall not be unreasonably withheld. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, AVANTGO DISCLAIMS ALL WARRANTIES ON SOFTWARE AND SERVICES FURNISHED HEREUNDER INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR USE. 8.2 AvantGo shall, at its expense and Microsoft's request, defend any claim or action brought against Microsoft, and Microsoft's subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, to the extent such action is based upon a claim that the Software infringes or violates any patent, copyright, trade secret or other proprietary right of a third party; and AvantGo shall indemnify and hold Microsoft harmless from and against any costs, damages, and fees reasonably incurred by Microsoft, including but not limited to fees of attorneys and other professionals, that are attributable to such claim; provided that: (i) Microsoft gives AvantGo reasonably prompt notice in writing of any such claim or action and permits AvantGo, to answer and defend the claim or action; (ii) Microsoft provides AvantGo information, assistance and authority, at AvantGo's expense, to assist AvantGo in defending the claim or action; and (iii) AvantGo shall not be responsible for any settlement made by Microsoft without AvantGo's written permission, which permission shall not be unreasonably withheld. AvantGo shall have no indemnity liability under this Section to the extent that the claim or lawsuit is based upon Microsoft's modification of the Software. 8.3 Microsoft agrees that the indemnification under Article 8.2 shall not apply and moreover, shall be extended to AvantGo and its subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, by Microsoft for any claim or action that is based upon the (i) use of Software in connection or in combination with any hardware or software other than Windows CE Devices and hardware and software used in conjunction with Windows CE Devices, or (ii) use of Software delivered hereunder in a manner for which the same were not designed, or (iii) modification of the Software by or on behalf of Microsoft; to the extent any such use or modification is the cause or basis of the claim or suit.

Warranties and Indemnity. 8.1 AvantGo warrants; 9.1. The Supplier warrants and represents to ITV that: a) the Goods shall be of appropriate design, quality, material and workmanship, free from defect and fit for the purpose held out by the Supplier or made known to it either expressly or by implication by ITV; b) the Services shall be provided in accordance with best industry practice and shall be fit for the purpose held out by the Supplier or made known to it either expressly or by implication by ITV; c) the Goods and/or Services shall conform to the quantity, quality, standards and description set out in the Specification; d) the Goods shall be equal to and comply in all respects with any samples or patterns provided to and/or accepted by ITV; e) it has and will at all times have full authority to grant the licences granted by the Supplier under this Contract; f) the performance of its obligations under this Contract and ITV's receipt and use of the Services, any Intellectual Property Rights provided or made available, any Confidential Information disclosed to it by the Supplier, any of the Goods and the exercise of any rights granted under any licences granted by the Supplier to ITV will not infringe any third party rights including Intellectual Property Rights (or moral rights); g) the Goods will comply with all Applicable Laws relating to the manufacture and sale (and/or hire, where applicable) of the Goods at the time when the same are supplied; (i) that AvantGo has not granted it shall comply with all Applicable Laws, regulations, codes and will not grant any rights in sanctions relating to anti-bribery and anti-corruption and anti-tax evasion, including the Software to any third party which grant is inconsistent with Bribery Act 2010 and Criminal Finances Act 2017 and the rights granted to Microsoft in this AgreementProceeds of Crime Act 2002 and the Terrorism Act 2000 (“Relevant Requirements”); (ii) that it shall not commit a Prohibited Act or do or suffer anything to be done, or omit to do anything, which would cause the other party, or any of their employees, consultants, contractors, sub-contractors or agents to contravene any of the Relevant Requirements or otherwise incur any liability in relation to the Relevant Requirements; (iii) neither it, nor to the best of AvantGo's knowledgeits knowledge any Supplier Personnel, have at any time prior to the Software does not infringe Effective Date committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act or been listed by any patentgovernment department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; (iiiiv) it shall establish, maintain and enforce, and require that its subcontractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Software Relevant Requirements and prevent the occurrence of a Prohibited Act and keep appropriate records of its compliance with its obligations under this clause and make such records available to ITV on request. Supplier shall promptly notify ITV in writing if it becomes aware of any breach of this clause, or (to the extent permitted by law and where this would not prejudice the victims) has reason to believe that it has or any Supplier Personnel have been subject to an investigation of or prosecution for an alleged Prohibited Act or have been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act, which, in each case, relates to or would have an adverse impact on the provision of the Goods and/or Services to ITV or any member of the ITV Group or to their reputation and promptly remediate such Prohibited Act. If Supplier is in default under clause this clause 9.1.h), ITV may by notice: (i) require Supplier to remove any Supplier Personnel whose acts or omissions have caused the default from performance of the Services and/or provision of the Goods; or (ii) immediately terminate this Contract; i) it shall ensure that any person associated with the Supplier who is performing Services or providing Goods in connection with this Contract does not infringe any trade secret, copyright or other proprietary right held by so only on the basis of a third party, provided that Microsoft agrees that AvantGo written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in clause 9.1. h) (“Relevant Terms”). The Supplier shall not be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to ITV for any settlement made breach by Microsoft such persons of any of the Relevant Terms; (i) it shall (and shall ensure its Supplier Personnel performing services and/or providing deliverables in accordance with this Contract) comply with the Modern Slavery Act 2015 and shall not do or omit to do anything which would require an admission of AvantGo's will directly lead ITV to being in breach of subsections such relevant requirements; (ii) it will put in place adequate processes and (iii) without AvantGo's written permission, whose permission shall not be unreasonably withheld. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, AVANTGO DISCLAIMS ALL WARRANTIES ON SOFTWARE AND SERVICES FURNISHED HEREUNDER INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR USE. 8.2 AvantGo shall, at its expense procedures to identify and Microsoft's request, defend address any claim or action brought against Microsoft, and Microsoft's subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, to the extent such action is based upon a claim that the Software infringes or violates any patent, copyright, trade secret or other proprietary right of a third party; and AvantGo shall indemnify and hold Microsoft harmless from and against any costs, damages, and fees reasonably incurred by Microsoftlabour rights risks, including but not limited to fees of attorneys to, due diligence on its supply chain and other professionals, that are attributable to such claimthe Supplier Personnel performing services and/or providing deliverables; provided that: (i) Microsoft gives AvantGo reasonably prompt notice in writing of any such claim or action and permits AvantGo, to answer and defend the claim or action; (ii) Microsoft provides AvantGo information, assistance and authority, at AvantGo's expense, to assist AvantGo in defending the claim or action; and (iii) AvantGo it shall notify ITV in writing without undue delay (to the extent permitted by law and where this would not be responsible for prejudice the victims) of any settlement made by Microsoft without AvantGo's written permissionbreach of the Modern Slavery Act 2015, which permission shall not be unreasonably withheld. AvantGo shall have no indemnity liability under this Section to the extent that such breach would have an adverse impact on victims in connection with the claim Goods and/or Services provided to ITV or lawsuit is based upon Microsoft's modification any member of the Software. 8.3 Microsoft agrees that ITV Group and promptly remediate such breach. Remediation activities shall include, at Supplier’s cost, collaborating with ITV where the indemnification under Article 8.2 shall not apply and moreover, shall be extended to AvantGo and its subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, by Microsoft for any claim or action that is based upon the (i) use of Software breach could have an adverse impact on victims in connection with the provision of the Goods and/or Services to ITV or any member of the ITV Group to improve the approach including via training, audit, knowledge exchange and complying with a remediation plan in combination accordance with any hardware or software other than Windows CE Devices and hardware and software used in conjunction with Windows CE DevicesITV’s reasonable instructions. Notwithstanding clause 9.1(j)(iii), where Supplier, or (ii) use of Software delivered hereunder in a manner for which the same were not designed, or (iii) modification of the Software by or any person acting on behalf of Microsoft; Supplier, has breached the Modern Slavery Act 2015 this shall be deemed a material breach of this Contract for the purposes of clause 11.4.e; k) it has and will at all times provide adequate numbers of appropriately skilled and experienced personnel, and all necessary equipment and facilities, to perform its obligations pursuant to the extent Contract. The Supplier’s provision and usage of all equipment and facilities pursuant to this clause shall comply with all Applicable Laws; and l) it shall act in good faith at all times and not bring any such use or modification is the cause or basis member of the claim or suitITV Group into disrepute.

Warranties and Indemnity. 8.1 AvantGo warrants; (i) that AvantGo has not granted BOCRA represents warrants and will not guarantees that: it is authorised to grant any accreditation rights in respect to the Software TLD noted in this Agreement; does not have any reason to believe that its authorisation may be revoked, rescinded, altered, modified, or otherwise re-delegated; it has the full and unrestricted right to enter into this Agreement and to grant the rights to the Registrar pursuant to this Agreement, and that there are no other Agreements with any third party in conflict with the provisions of this Agreement; and BOCRA’s license to the Registrar to use the Registry Technology does not infringe upon the rights of any third party, subject to the remedy and limitation of liability provided in section 3.14(6)(a). The Registrar represents warrants and guarantees that: it has the technical ability and infrastructure to act as Registrar pursuant to this Agreement; it will strictly comply with the requirements of Paragraph 3 hereof; and it has the full and unrestricted right to enter into this Agreement, and there are no other agreements with any third party which grant is inconsistent conflict with the rights granted to Microsoft in its obligations under this Agreement; (ii) that . Except as set forth to the best contrary in section 3.14(6)(a), each party will defend, indemnify and hold the other party (which, in the case of AvantGo's knowledgeBOCRA, includes the Software does not infringe Registry Operator(s)) harmless from and against any patent; and all liabilities, losses, damages, costs and expenses (iiiincluding reasonable legal fees and expenses) that the Software does not infringe any trade secret, copyright or other proprietary right held by a third party, provided that Microsoft agrees that AvantGo shall not be responsible for any settlement made by Microsoft which would require an admission of AvantGo's breach of subsections (ii) and (iii) without AvantGo's written permission, whose permission shall not be unreasonably withheld. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, AVANTGO DISCLAIMS ALL WARRANTIES ON SOFTWARE AND SERVICES FURNISHED HEREUNDER INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR USE. 8.2 AvantGo shall, at its expense and Microsoft's request, defend associated with any claim or action brought against Microsoftthe indemnified party by a third party arising out of any breach or alleged breach of any of the representations and warranties of the indemnifying party contained herein, and Microsoft's subsidiariesor the indemnifying party’s intentional, affiliatesunlawful, directorsor reckless acts or omissions. The indemnified party shall notify the indemnifying party promptly of any such claim it learns of in writing, officersprovided, employeeshowever, agents and independent contractors, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent such action is based upon a claim that the Software infringes or violates any patent, copyright, trade secret or other proprietary indemnifying party was actually and prejudiced by such failure. The indemnifying party will have the sole right of a third party; and AvantGo shall indemnify and hold Microsoft harmless from and against any costs, damages, and fees reasonably incurred by Microsoft, including but not limited to fees of attorneys and other professionals, that are attributable to such claim; provided that: (i) Microsoft gives AvantGo reasonably prompt notice in writing conduct the defence of any such claim or action and permits AvantGoall negotiations for its settlement or compromise unless otherwise agreed to in writing by the parties. However, if the indemnifying party, after receiving notice of any such claim, fails immediately to answer and defend begin the defence of such claim or action; , the indemnified party may (ii) Microsoft provides AvantGo information, assistance and authority, at AvantGo's expense, to assist AvantGo in defending the claim or action; and (iii) AvantGo shall not be responsible for any settlement made by Microsoft without AvantGo's written permission, which permission shall not be unreasonably withheld. AvantGo shall have no indemnity liability under this Section with notice to the extent that indemnifying party) retain counsel and undertake the claim defence, compromise, or lawsuit is based upon Microsoft's modification settlement of the Software. 8.3 Microsoft agrees that the indemnification under Article 8.2 shall not apply and moreover, shall be extended to AvantGo and its subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, by Microsoft for any such claim or action that is based upon at the (i) use of Software in connection or in combination with any hardware or software other than Windows CE Devices and hardware and software used in conjunction with Windows CE Devices, or (ii) use of Software delivered hereunder in a manner for which the same were not designed, or (iii) modification expense of the Software by or on behalf of Microsoft; to the extent any such use or modification is the cause or basis of the claim or suitindemnifying party.

Warranties and Indemnity. 8.1 AvantGo warrants; 6.1 LB warrants that: 6.1.1 the Services shall be performed in accordance with Clause 3.1; 6.1.2 unencumbered title (isave for any intellectual property rights which may exist) that AvantGo to Product will be conveyed to Customer upon Delivery; 6.1.3 as of the date of this Agreement the LB Know-How and LB Patent Rights are owned by LB or LB is otherwise entitled to use them for the purposes of providing Services under this Agreement and during the term of this Agreement LB shall not do or cause anything to be done which would adversely affect their ownership or entitlement to use the same for those purposes; 6.1.4 LB has not granted and will not grant any rights in the Software necessary corporate authorisations to any third party which grant is inconsistent with the rights granted to Microsoft in enter into this Agreement; (ii) that ; 6.1.5 as of the date of this Agreement to the best of AvantGo's knowledgeLB' s knowledge and belief, the Software does use by LB of the Process (excluding any modifications or steps made or developed by Customer, the Customer Materials, Customer Information and Customer Patent Rights) and LB Patent Rights and LB Know-How for the performance of the Services as provided herein will not infringe any patent; rights (iiiincluding without limitation any intellectual or industrial property rights) vested in any third party; 6.1.6 LB will notify Customer in writing immediately if it receives or is notified of a claim from a third party that the use by LB of the Process and/or the LB Know-How or the LB Patent Rights for Services infringes any intellectual property rights vested in such third party. 6.2 Clause 6.1 is in lieu of all conditions, warranties and statements in respect of the Services and/or the Product whether expressed or implied by statute, custom of the trade or otherwise (including but without limitation any such condition, warranty or statement relating to the description or quality of the Product, its fitness or suitability for a particular purpose or use under any conditions whether or not known to LB) and any such condition, warranty or statement is hereby excluded. 6.3 LB undertakes to indemnify and to maintain Customer promptly indemnified against any direct loss, damage, costs and expenses (including court costs and legal fees on a full indemnity basis) that Customer may suffer arising directly out of any third party claim or action resulting from any breach of the Software does not infringe warranties given by LB in Clause 6.1 or any trade secret, copyright claims alleging that LB's sole use of LB Know-How (excluding use of LB Know-How with Customer Materials or other proprietary right held by Customer Information) infringes any rights (including without limitation any intellectual or industrial rights) vested in a third partyparty (whether or not LB knows or ought to have known the same). 6.4 Without prejudice to the terms of Clauses 4.5 6.3, provided that Microsoft agrees that AvantGo 6.5 and 6.6, the liability of LB for any loss or damage suffered by the Customer as a result of any breach of the Agreement or of any other liability of LB (including misrepresentation and negligence) in respect of the Services (including without limitation the production and/or supply of the Product) shall be limited to the payment by LB of damages which shall not exceed *** 6.5 Subject to Clause 6.6, LB shall not be responsible liable for any settlement made by Microsoft which would require an admission of AvantGo's breach of subsections the following loss or damage howsoever caused (ii) and (iii) without AvantGo's written permission, whose permission shall not be unreasonably withheld. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, AVANTGO DISCLAIMS ALL WARRANTIES ON SOFTWARE AND SERVICES FURNISHED HEREUNDER INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR USE. 8.2 AvantGo shall, at its expense and Microsoft's request, defend any claim or action brought against Microsoft, and Microsoft's subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, to the extent such action is based upon a claim that the Software infringes or violates any patent, copyright, trade secret or other proprietary right of a third party; and AvantGo shall indemnify and hold Microsoft harmless from and against any costs, damages, and fees reasonably incurred by Microsoft, including but not limited to fees of attorneys and other professionals, that are attributable to such claim; provided that: (i) Microsoft gives AvantGo reasonably prompt notice in writing of any such claim or action and permits AvantGo, to answer and defend the claim or action; (ii) Microsoft provides AvantGo information, assistance and authority, at AvantGo's expense, to assist AvantGo in defending the claim or action; and (iii) AvantGo shall not be responsible for any settlement made by Microsoft without AvantGo's written permission, which permission shall not be unreasonably withheld. AvantGo shall have no indemnity liability under this Section to the extent that the claim or lawsuit is based upon Microsoft's modification of the Software. 8.3 Microsoft agrees that the indemnification under Article 8.2 shall not apply and moreover, shall be extended to AvantGo and its subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, by Microsoft for any claim or action that is based upon the (i) use of Software in connection even if foreseeable or in combination with any hardware the contemplation of LB or software other than Windows CE Devices and hardware and software used in conjunction with Windows CE Devices, or (ii) use of Software delivered hereunder in a manner for which the same were not designed, or (iii) modification of the Software by or on behalf of Microsoft; to the extent any such use or modification is the cause or basis of the claim or suit.Customer): 6.5.1 or 6.5.2 and