IPR Indemnity Sample Clauses

IPR Indemnity. 29.1 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) and shall indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 29.1. 29.2 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, notify the Supplier in writing of any claim or demand brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier. 29.3 Save where the Authority has given written notice in accordance with Clause 39.1 (in which case the provisions of Clause 39 shall apply instead of this Clause 29.3 and Clauses 29.4 and 29.5) the Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 29.3.1 consult the Authority and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 take due and proper account of the interests of the Authority and Indemnified Persons; and 29.3.3 not settle or compromise any claim without the Authority's Approval (not to be unreasonably withheld or delayed). 29.4 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, at the request of the Supplier, afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier's obligations under this Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur in doing so. 29.5 The Authority shall not, and shall use its reasonable endeavours to procure the Indemni...

IPR Indemnity. 15.1 If the use by the Client of the Website, Software or Materials according to this Agreement and/or the receipt of the Services is subject to a third party claim that the third party’s IPRs have been infringed (an Infringement Claim), the Company will indemnify the Client against that claim provided that: 15.1.1 the Client notifies the Company about the Infringement Claim immediately and allows the Company to take complete control of the Infringement Claim; 15.1.2 the Client makes no admissions or settlements without the Company’s consent and does nothing to prejudice the Company’s defence of the Infringement Claim; 15.1.3 the Client gives the Company all assistance reasonably requested by the Company in connection with the Infringement Claim; 15.1.4 the Infringement Claim does not arise as a result of the use of the Website, Software and/or Materials in combination with equipment or programs not specified in the relevant Statement of Work or approved in writing by a director of the Company; and 15.1.5 the Infringement Claim does not arise as a result of the inclusion within the Materials, Website or Software of Client Materials provided by the Client for such inclusion. 15.2 The Company shall have no obligation to indemnify the Client in respect of an Infringement Claim to the extent that the Infringement Claim is the result of the use by the Company of information or Client Materials provided by the Client. 15.3 In the event there is an Infringement Claim, the Company may use reasonable commercial efforts to negotiate the right for the Client to continue to receive the Services, use the Website, Software or Materials (as the case may be), modify the Services or modify or replace the Website, Software or Materials. If the Company’s negotiations are unsuccessful the Company may terminate this Agreement and refund the sums paid by the Client. 15.4 This clause 15 states the entire liability of the Company to the Client in respect of any Infringement Claim.

IPR Indemnity. 16.1. The Contractor shall indemnify Smart DCC against all claims, demands, actions, costs and expenses (including legal costs and disbursements on a solicitor and client basis) which Smart DCC incurs as a result of any infringement or alleged infringement of any third party Intellectual Property Rights arising directly from the delivery by the Contractor of the Services to Smart DCC. 16.2. Smart DCC shall notify the Contractor promptly in writing of any claim under clause 16.1 of which it is aware. 16.3. The Contractor shall have the exclusive right, at the Contractor’s expense, to conduct any litigation and negotiations for a settlement of the claim and Smart DCC will give the Contractor reasonable assistance at the Contractor’s expense. 16.4. Smart DCC shall not make any admission or take any other action which might be prejudicial to any proceedings conducted by the Contractor under clause 16.3 without the express consent of the Contractor. 16.5. The Contractor shall not use Smart DCC’s name in any action or claim without Smart DCC’s prior written consent. 16.6. If the Services (or any part of them), are held to constitute an infringement under clause 16.1, the Contractor shall at its own expense and discretion: 16.6.1. procure for Smart DCC, with Smart DCC’s agreement, the right to continue using the Services; or 16.6.2. modify the Services so that the Services are non-infringing without materially detracting from their overall performance; or 16.6.3. replace the infringing Services with other non-infringing items or services having a capability materially equivalent to the infringing Services. 16.7. The Contractor has no obligation to indemnify, defend or hold Smart DCC harmless: 16.7.1. if the Services or any deliverables there under are altered or modified by anyone other than the Contractor, or used outside the scope of use identified in this Agreement; 16.7.2. to the extent that an infringement claim is based upon any software, design, specification, instruction, data or other material not furnished by the Contractor; or 16.7.3. to the extent an infringement claim is based upon the combination of the Services or any deliverable there under with any products or services not provided to Smart DCC by the Contractor. 16.8. This clause 16 provides the parties’ exclusive remedies and liabilities for any claim or damages involving infringement.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party.

IPR Indemnity. 11.1 The Customer shall indemnify and hold harmless Red Dot, its affiliates, its and their Representatives against any Losses arising out of or in connection with any allegation or claim that the Customer Materials infringe any third party Intellectual Property Rights. 11.2 Red Dot shall ensure that: 11.3 Red Dot provides reasonable co-operation to the Customer in the defence and settlement of such claim; and 11.4 the Customer is given sole authority to defend or settle the claim. 11.5 Subject to clause 11.6 and clause 11.7, Red Dot shall indemnify and hold harmless the Customer against any claim made against it by a third party to the extent that such claim alleges that the Platform infringes any patent, copyright, trade mark, database right or right of confidentiality in the United Kingdom belonging to that third party, provided that: 11.5.1 Red Dot is given prompt notice of any such claim (and in any event is given notice within five (5) Business Days of the Customer becoming aware of, or being notified of, the claim); 11.5.2 the Customer provides reasonable co-operation to Red Dot in the defence and settlement of such claim; and 11.5.3 Red Dot is given sole authority to defend or settle the claim. 11.6 In the defence or settlement of any claim under clause 10.5, Red Dot may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that it becomes non- infringing or, if such remedies are not reasonably available, terminate or suspend the Agreement on notice to the Customer without any additional liability to the Customer. 11.7 In no event shall Red Dot, its employees, agents or sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: 11.7.1 a modification of the Platform by anyone other than Red Dot or its Representatives; 11.7.2 the Customer's use of the Platform in a manner contrary to the instructions given to the Customer by Red Dot; 11.7.3 an infringing Customer Material. 11.8 Clause 11.5 states the Customer’s sole and exclusive rights and remedies in respect of infringement of any third party Intellectual Property Rights. 11.9 The IPR Indemnity shall apply to Losses to the extent that such Losses are: 11.9.1 awarded against the Customer by a court or other body having competent jurisdiction or agreed to be paid (with the consent of Red Dot) to the third-party claimant in settlement of an IPR Claim; and 11.9.2 reasonably and properly incurred legal fees and disburs...

IPR Indemnity. 14.1 The Supplier shall indemnify and hold the Customer harmless from and against any and all liability or damage (including reasonable and verifiable costs and expenses) suffered or incurred by the Customer and arising from any action, claim or proceedings brought against the Customer by a third party alleging that the proper possession or use of the Hardware and/or Software by the Customer infringes such third party’s IPR (“Claim”) provided that: (a) the Supplier is given prompt written notice of such Claim; (b) the Supplier is given information, reasonable assistance, and exclusive authority to defend or settle the Claim; (c) that the Customer complies with all reasonable instructions of the Supplier with regard to the continuing use of the Hardware and/or Software; and (d) that Customer does not prejudice the Supplier’s defence or settlement of the Claim.

IPR Indemnity. 14.1 Subject to the provisions of this Clause 14, Alterian (▇▇▇▇▇) Ltd. will indemnify the Customer and keep the Customer indemnified from and against all costs, losses and damages arising from any third party claims alleging that the use of the Software or Documentation as permitted by this Licence or receipt of the Services infringes the intellectual property rights of a third party. 14.2 The indemnity in Clause 14.1 shall apply provided that immediately upon becoming aware of such a claim the Customer will give written notice of the claim to Alterian (▇▇▇▇▇) Ltd.. Alterian (▇▇▇▇▇) Ltd. shall have the right to conduct the defence and settlement of the claim; however, the Customer may participate in the defence of such claim at its own expense. 14.3 In the event of a claim, Alterian (▇▇▇▇▇) Ltd. may: 14.3.1 replace or modify any part of the Software or Services so as to avoid infringing any third party intellectual property rights, or 14.3.2 seek the right for the Customer to continue to use the Software free from the risk of infringement. 14.3.3 If Alterian (▇▇▇▇▇) Ltd. is unable to achieve 14.3.1

IPR Indemnity. 16.1. Subject to Clauses 16.2, 16.3, 16.4, 16.5 and 20, ▇▇▇▇▇▇▇ shall indemnify the Purchaser against any claim made against the Purchaser by a third party to the extent that such claim alleges that the Purchaser’s use of the Goods, Digital Services, or Services (excluding, in each case, any third party products or components) in accordance with the Contract infringes any Intellectual Property Rights belonging to that third party (the “Sandvik Indemnity”).‌ 16.2. The Sandvik Indemnity: (a) applies only to loss or damage that is: (i) awarded to the third party and against the Purchaser by a court or other body having competent jurisdiction over the indemnified claim; or (ii) agreed by ▇▇▇▇▇▇▇ to be paid to the third party in settlement of the indemnified claim; (b) is subject to: (i) the Purchaser giving Sandvik prompt notice of the indemnified claim (and in any event ensuring that notice is given within five (5) Days of the Purchaser becoming aware of, or being notified of, the indemnified claim); (ii) the Purchaser providing reasonable co- operation to Sandvik in the defence and settlement of the indemnified claim; (iii) the Purchaser taking all reasonable and timely action necessary to mitigate all loss, damage, costs, and expenses incurred by the Purchaser as a result of the indemnified claim (including taking such reasonable actions as ▇▇▇▇▇▇▇ may request to avoid, dispute, resist, appeal, compromise, or defend any such indemnified claim); and (iv) Sandvik being given sole authority to defend and settle the indemnified claim. 16.3. In the defence or settlement of any claim to which the Sandvik Indemnity applies, Sandvik may: (a) procure a right for the Purchaser to continue using the infringing material or service; (b) replace or modify the infringing materials or service so that it becomes non-infringing; or (c) if such remedies are not reasonably available, terminate or suspend the Contract on notice to the Purchaser without any additional liability to the Purchaser. 16.4. Where Clause 16.3 applies, ▇▇▇▇▇▇▇ shall provide the Purchaser with a refund of the Amount Payable for the infringing material or service to the extent not delivered or received by the Purchaser. 16.5. In no event shall Sandvik, its Affiliates, or their employees, agents, or subcontractors be liable to the Purchaser to the extent that the indemnified claim is based on any one (or more) of the following: (a) a modification of the Goods, Services, or Digital Service (or their outputs)...

IPR Indemnity. 7.1 Bio undertakes to defend the Client and its Affiliates from and against any action or claim that the use or possession of the Project Results, or any part of them infringes the Intellectual Property Rights of any third party (IPR Claim) and will indemnify the Client and its Affiliates from and against any losses, damages, costs (including legal fees) and expenses incurred by the Client as a result of or in connection with any such IPR Claim which are (a) agreed in settlement, or (b) awarded by a court of competent jurisdiction against the Client as a result of, or in connection with, that IPR Claim. Bio shall have no liability under the foregoing indemnity to the Client if the Client: (a) does not notify Bio in writing of any IPR Claim of which it has notice as soon as reasonably practicable; (b) makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of Bio (such consent not be unreasonably withheld or delayed); (c) does not let Bio, at its request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant IPR Claim; or (d) does not, at Bio’s request and cost, give Bio all reasonable assistance in the circumstances described in sub clause 7.1(c). 7.2 If any IPR Claim is made, or in Bio’s reasonable opinion is likely to be made, against the Client, then Bio may promptly and at its own expense either: (a) procure for the Client the right to continue using and possessing the Project Results; or (b) modify or replace the infringing part of the Project Results and without diminishing or curtailing any of the functions or facilities as specified in the Specification so as to avoid the infringement or alleged infringement. 7.3 The undertaking and indemnity given by Bio under clause 7.1 shall not apply to any infringement arising from any modification to the Project Results made by the Client or any employee, agent or service provider of the Client without the authorisation in writing of Bio. 7.4 The Client undertakes to defend Bio and its Affiliates from and against any action or claim that the use or possession of the Client Materials, or any part of them (a) does not notify the Client in writing of any IPR Claim of which it has notice as soon as reasonably practicable; (b) makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Client (such consent not be ...