Breaches of Intellectual Property Rights. 8.11.1. The bidder shall not use:
a. any intellectual property of the SIDBI except to the extent expressly permitted by this Contract; or
b. in the performance of this Contract, any other material subject to any third-party intellectual property rights to which they have not been granted an appropriate license.
8.11.2. The bidder shall defend, indemnify and hold the SIDBI harmless against all claims, costs, charges and expenses arising from, or incurred by reason of, any actual infringement or alleged infringement of any rights in the any intellectual property of the SIDBI or intellectual property rights in the Services granted to SIDBI.
8.11.3. The bidder shall indemnify and hold the SIDBI harmless against and from any claim which arises out of or in relation to the Consulting Agency’s performance of the Services. If, pursuant to any claim to which the indemnity in this Clause 8.11 applies, the Services or any part thereof are held to constitute an infringement of the third party’s intellectual property rights and/or use of the Services or any part thereof, the Consulting Agency shall, at its own cost, either procure for the SIDBI a non-terminable, non-exclusive, royalty-free transferable license from such third party to enable the SIDBI and its successors in title to the Services or, with the SIDBI prior written consent, reperform the Services enjoined with non-infringing Services of an equal or higher quality or modify the Services enjoined so that Services become non-infringing, provided, however, that no such replacement or modification shall in any way relieve the Consulting Agency of liability for any of its obligations under this Contract. Bidder indemnity obligations shall be contingent upon bidder sole right to defend such claims, Consulting Agency shall have no liability or obligation to indemnify SIDBI for any claim of infringement based upon use of superseded or altered version of the Deliverables by SIDBI, if the SIDBI uses the Deliverables for a purpose other than that contemplated by the engagement, if such infringement would have been avoided by the use of the Deliverable in a version that Consulting Agency has provided to client or use of the Deliverables in a manner that violates the terms of this contract.
8.11.4. If a Party is entitled to be indemnified under this Clause 8.11, the indemnifying Party may (at its cost) conduct negotiations for the settlement of the claim, and any litigation or arbitration which may arise from it. The oth...