Common use of Defect in title of the Customer Clause in Contracts

Defect in title of the Customer. There is defect in title to the Customer’s proprietary rights, if third party rights regarding the SaaS-services are infringed due to circumstances for which the Customer is responsible. To the extent a third party claims that the use of Software which the Customer has transferred to the Supplier, is infringing any third parties’ rights, the Customer shall ensure that necessary rights are maintained or procured, or shall undertake that similar software/functionality is procured, without extra cost to or operational disruption being caused to the Supplier. If a claim is made by any third party against the Supplier based on infringement of such third party’s rights, for which the Customer has the risk, the Customer shall at its own cost defend against such action on behalf of the Supplier. As from the moment the Customer takes over the case from the Supplier, the Supplier shall assist the Customer, subject to its costs being covered by the Customer, but shall not be a separate party to such proceedings, unless the parties have agreed otherwise in ANNEX 7. The Supplier may claim all other costs and any claim for compensation made by third parties covered by the Customer.