Common use of Intellectual Property and Indemnity Clause in Contracts

Intellectual Property and Indemnity. 7.1 You acknowledge that all Intellectual Property in the Software is owned by us. 7.2 We shall defend you, your officers, directors and employees against any claim that the Software infringes any United Kingdom patent (effective as at the date of this Agreement) copyright, trade mark, database right or right of confidentiality, and shall indemnify you against any amounts awarded against you in judgment or settlement of such claims, provided that: (a) we are given prompt notice of any such claim; (b) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and (c) we are given sole authority to defend or settle the claim. 7.3 In the defence or settlement of any claim, we may procure the right for you to continue using the Software, or replace or modify the Software so that it becomes non- infringing. 7.4 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on: (a) a modification of the Software by anyone other than us; or (b) your use of the Software in a manner contrary to the instructions given to you by us. 7.5 This clause states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

Intellectual Property and Indemnity. 7.1 You acknowledge that all Intellectual Property in the Software is owned by us. 7.2 We shall defend you, your officers, directors and employees against any claim that the Software infringes any United Kingdom patent (effective as at the date of this Agreement) copyright, trade mark, database right or right of confidentiality, and shall indemnify you against any amounts awarded against you in judgment or settlement of such claims, provided that: (a) we are given prompt notice of any such claim; (b) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and (c) we are given sole authority to defend or settle the claim. 7.3 In the defence or settlement of any claim, we may procure the right for you to continue using the Software, or replace or modify the Software so that it becomes non- non-infringing. 7.4 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on: (a) a modification of the Software by anyone other than us; or (b) your use of the Software in a manner contrary to the instructions given to you by us. 7.5 This clause states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.