Common use of Intellectual Property and Indemnity Clause in Contracts

Intellectual Property and Indemnity. 7.1. The Customer acknowledges that all Intellectual Property Rights in the Software and Documents (and as may be updated from time to time) belong and shall remain with the Supplier and the Customer shall have no rights, title, ownership or interest in or to any Intellectual Property Rights in the Software and Documents other than the right to use it in accordance with the terms of this Licence. 7.2. The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the proper use of the Software by Customer in accordance with this Licence infringes the copyright of a third party in the United Kingdom (Claim) and shall be responsible for any damages awarded against the Customer or agreed upon in settlement by Supplier as a result of or in connection with any such Claim in accordance with the terms set out below. For the avoidance of doubt, this clause 7.2 shall not apply where the Claim in question is attributable to 7.2.1. use of the Software (or any part thereof) by the Customer other than in accordance with this Licence; 7.2.2. use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined; or 7.2.3. unauthorised changes to the Software carried out by the Customer, or at the Customer’s request. 7.3. If a Claim is made against the Customer, the Supplier's obligations under clause 7.2 are conditional on the Customer: 7.3.1. as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail; 7.3.2. not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed); 7.3.3. permitting Supplier to control the defence and settlement of the Claim; and providing Supplier with reasonable information and assistance for the defence or settlement of the Claim; and 7.3.4. using all commercially reasonable efforts to mitigate any loss, damage or costs related to the Claim. 7.4. If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense: 7.4.1. procure for the Customer the right to continue using the Software (or any part thereof) in accordance with this Licence; 7.4.2. modify the Software so that it ceases to be infringing; 7.4.3. replace the Software with non-infringing software; or 7.4.4. if in Supplier’s opinion none of the options above are commercially feasible, terminate the Licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software or disabling of access to the Software and all copies thereof. 7.5. This clause 7 constitutes the Customer's exclusive remedy and the Supplier's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause

Intellectual Property and Indemnity. 7.1. 9.1 The Customer acknowledges that all Intellectual Property Rights in the Software and Documents (and as may be updated from time to time) belong and shall remain with the Supplier and the Customer shall have no rights, title, ownership or interest in or to any Intellectual Property Rights in the Software and Documents other than the right to use it in accordance with the terms of this LicenceAgreement. 7.2. 9.2 The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the proper use of the Software by Customer in accordance with this Licence Agreement infringes the copyright of a third party in the United Kingdom (“Claim”) and shall be responsible for any damages awarded against the Customer or agreed upon in settlement by Supplier as a result of or in connection with any such Claim in accordance with the terms set out below. For the avoidance of doubt, this clause 7.2 9.2. shall not apply where the Claim in question is attributable to 7.2.1. 9.2.1 use of the Software (or any part thereof) by the Customer other than in accordance with this LicenceAgreement; 7.2.2. 9.2.2 use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined; or 7.2.3. 9.2.3 unauthorised changes to the Software carried out by the Customer, or at the Customer’s 's request. 7.3. 9.3 If a Claim is made against the Customer, the Supplier's obligations under clause 7.2 9.2 are conditional on the Customer: 7.3.1. 9.3.1 as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail; 7.3.2. 9.3.2 not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed); 7.3.3. 9.3.3 permitting Supplier to control the defence and settlement of the Claim; and providing Supplier with reasonable information and assistance for the defence or settlement of the Claim; and 7.3.4. 9.3.4 using all commercially reasonable efforts to mitigate any loss, damage or costs related to the Claim. 7.4. 9.4 If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense: 7.4.1. 9.4.1 procure for the Customer the right to continue using the Software (or any part thereof) in accordance with this LicenceAgreement; 7.4.2. 9.4.2 modify the Software so that it ceases to be infringing; 7.4.3. 9.4.3 replace the Software with non-infringing software; or 7.4.4. 9.4.4 if in the Supplier’s 's opinion none of the options above are commercially feasible, terminate the Licence Agreement immediately by notice in writing to the Customer and refund any of the Subscription Fee paid by the Customer as at the date of the termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software or disabling of access to the Software and all copies thereof. 7.5. 9.5 This clause 7 9 constitutes the Customer's exclusive remedy and the Supplier's only liability in respect of Claims and, for the avoidance of doubt, is subject to clauseClaims.