Common use of Intellectual Property and Indemnity Clause in Contracts

Intellectual Property and Indemnity. 10.1 The Provider grants the Authority a perpetual, royalty-free, irrevocable, non-exclusive licence (with the right to sub-licence) to use all intellectual property rights in the Goods or in any materials accompanying the Goods to the extent that it is necessary to fulfil its obligations under this Agreement. 10.2 The Provider shall indemnify, and keep indemnified, the Authority in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Authority as a result of or in connection with any claim made against the Authority for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omission of the Provider, its employees, agents or sub-contractors. 10.3 The Authority shall promptly notify the Provider of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring the Authority to respond, shall permit the Provider to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Authority shall give the Provider such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.

Intellectual Property and Indemnity. 10.1 The Provider Supplier grants the Authority Customer a perpetual, royalty-free, irrevocable, non-exclusive licence (with the right to sub-licence) to use all intellectual property rights in the Goods or in any materials accompanying the Goods to the extent that it is necessary to fulfil its obligations under this Agreement. 10.2 The Provider Supplier shall indemnify, and keep indemnified, the Authority Customer in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Authority Customer as a result of or in connection with any claim made against the Authority Customer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omission of the ProviderSupplier, its employees, agents or sub-contractors. 10.3 The Authority Customer shall promptly notify the Provider Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring the Authority Customer to respond, shall permit the Provider Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Authority Customer shall give the Provider Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.