Common use of IPR Indemnity Clause in Contracts

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 23.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, or awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 23.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a23.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b23.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.223.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's Suppliers responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by to the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand indemnify the Authority Customer against all Losses incurred by, awarded against or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the AuthorityCustomer; and (iv) and the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a33.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b33.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.233.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Dynamic Purchasing System Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Dynamic Purchasing System Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Dynamic Purchasing System Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier Operator shall at all times, during and after the Framework PeriodTerm, on written demand indemnify the Authority and keep the Authority indemnified against all Losses incurred by, awarded against or agreed (subject to the terms of Clause 26.2) to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2 The Authority agrees that: 26.2.1 it will notify the Operator in writing of any IPR Claim; 26.2.2 it will allow the Operator to conduct all negotiations and proceedings and will provide the Operator with such reasonable assistance required by the Operator, each at the Operator's cost, regarding the IPR Claim; and 26.2.3 it will not, without first consulting with the Operator, make an admission relating to the IPR Claim. 26.3 The Operator shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Authority into disrepute insofar as this is reasonably possible given the nature and circumstances of the IPR Claim. 26.4 The Operator shall not settle or compromise any IPR Claim without the Authority's prior written consent (not to be unreasonably withheld or delayed). 26.5 If an IPR Claim is made, or the Supplier Operator anticipates that an IPR Claim might be made, the Supplier Operator may, at its own expense and sole option, either: (a) 26.5.1 procure for itself and/or the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) 26.5.2 replace or modify the relevant item with non-infringing substitutes provided that: (ia) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iib) the replaced or modified item does not have an adverse effect on any of the Services, the Database or any other Goods and/or Services;information or technologies system used in connection with the Services including, for the avoidance of doubt, any software, equipment and cabling;‌ (iiic) there is no additional cost to the Authority; and (ivd) the terms and conditions of this Framework the Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.6 If the Supplier Operator elects to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b)26.5.2 or to procure a licence in accordance with Clause 26.5.1, but this has not avoided or resolved the IPR Claim, then: (a) then the Authority may terminate this Framework Agreement by written notice with immediate effect; effect and (b) , without prejudice to the indemnity set out in Clause 25.2.226.1, the Supplier Operator shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, in implementing and maintaining the substitute items. 26.7 The provisions of Clauses 26.1 to 26.6 (inclusive) shall not apply in respect of any IPR Claim to the extent caused by: 26.7.1 any use by or on behalf of the Authority of the Software in either case in combination with any item not supplied pursuant to this Agreement (save for items which might reasonably be expected to be used by or on behalf of the Authority in connection with the Software); or 26.7.2 the use by the Authority of the Software in a manner not reasonably to be inferred from the provisions of this Agreement.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand indemnify the Authority Customer against all Losses incurred by, awarded against or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the AuthorityCustomer; and (iv) and the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a35.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b35.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.235.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier Operator shall at all times, during and after the Framework PeriodTerm, on written demand indemnify the Authority and keep the Authority indemnified against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2 The Authority agrees that: 26.2.1 it will notify the Operator in writing of any IPR Claim; 26.2.2 it will allow the Operator to conduct all negotiations and proceedings and will provide the Operator with such reasonable assistance required by the Operator, each at the Operator's cost, regarding the IPR Claim; and 26.2.3 it will not, without first consulting with the Operator, make an admission relating to the IPR Claim. 26.3 The Operator shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Authority into disrepute. 26.4 The Operator shall not settle or compromise any IPR Claim without the Authority's prior written consent (not to be unreasonably withheld or delayed). 26.5 If an IPR Claim is made, or the Supplier Operator anticipates that an IPR Claim might be made, the Supplier Operator may, at its own expense and sole option, either: (a) 26.5.1 procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) 26.5.2 replace or modify the relevant item with non-infringing substitutes provided that: (ia) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iib) the replaced or modified item does not have an adverse effect on any of the Services, the Database or any other Goods and/or Servicesinformation or technologies system used in connection with the Services including, for the avoidance of doubt, any software, equipment and cabling; (iiic) there is no additional cost to the Authority; and (ivd) the terms and conditions of this Framework the Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.6 If the Supplier Operator elects to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b)26.5.2 or to procure a licence in accordance with Clause 26.5.1, but this has not avoided or resolved the IPR Claim, then: (a) then the Authority may terminate this Framework Agreement by written notice with immediate effect; effect and (b) , without prejudice to the indemnity set out in Clause 25.2.226.1, the Supplier Operator shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, in implementing and maintaining the substitute items. 26.7 The provisions of Clauses 26.1 to 26.6 (inclusive) shall not apply in respect of any IPR Claim caused by: 26.7.1 any use by or on behalf of the Authority of the Software in either case in combination with any item not supplied pursuant to this Agreement; or 26.7.2 the use by the Authority of the Software in a manner not reasonably to be inferred from the provisions of this Agreement.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand indemnify the Contracting Authority against all Losses incurred by, awarded against or agreed to be paid by the Contracting Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Contracting Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the AuthorityCustomer; and (iv) and the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a33.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b33.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Contracting Authority may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.233.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 50.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier Contractor shall at all times, during and after the Framework Contract Period, on written demand indemnify the Authority Customer and keep the Customer indemnified against all Losses losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) Customer arising from an IPR Claim. 25.2.3 50.2 The Customer agrees that: 50.2.1 it will promptly notify the Contractor in writing of any IPR Claim; 50.2.2 it will allow the Contractor to conduct all negotiations and proceedings and will provide the Contractor with such reasonable assistance required by the Contractor, each at the Contractor's cost, regarding the IPR Claim; and 50.2.3 it will not, without the agreement of the Contractor, make an admission relating to the IPR Claim. 50.3 The Contractor shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute. 50.4 The Contractor shall not settle or compromise any IPR Claim without the Customer’s prior written consent (not to be unreasonably withheld or delayed). 50.5 If an IPR Claim is made, or the Supplier Contractor anticipates that an IPR Claim might be made, the Supplier Contractor may, at its own expense and sole option, either: (a) 50.5.1 procure for the Authority Customer the right to continue using the relevant item Service Output which is subject to the IPR Claim; or (b) 50.5.2 replace or modify the relevant item Service Output with non-infringing substitutes provided that: (i) 50.5.2.1 the performance and functionality quality of the replaced or modified item Service Output is at least equivalent to the performance and functionality quality of the original itemService Output; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) 50.5.2.2 there is no additional cost to the AuthorityCustomer; and (iv) 50.5.2.3 the terms and conditions of this Framework Services Agreement shall apply to the replaced or modified Goods and/or ServicesService Output. 25.2.4 50.6 If the Supplier Contractor elects to modify or replace the Service Output pursuant to clause 50.5.2 or to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b)clause 50.5.1, but this has not avoided or resolved the IPR Claim, then: (a) then the Authority Customer may terminate this Framework Services Agreement by written notice with immediate effect; effect and (b) , without prejudice to the indemnity set out in Clause 25.2.2clause 50.5.1, the Supplier Contractor shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. 50.7 The provisions of clauses 50.1 to 50.6 (inclusive) shall not apply in respect of any IPR Claim caused by the use by the Customer of the Service Output in a manner not reasonably to be inferred from the provisions of this Services Agreement.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services as permitted under the Call Off Agreement and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the Authority; and (iv) and the terms and conditions of this Framework Dynamic Purchasing System Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a20.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b20.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority may terminate this Framework Dynamic Purchasing System Agreement by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.220.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. The Supplier shall promptly notify the Authority (in writing) of any IPR Claim of which it is aware. The Authority shall: notify the Supplier in writing of any IPR Claim of which it is aware; allow (subject to Clause 20.2.7) the Supplier to conduct all negotiations and proceedings and provide the Supplier with such reasonable assistance required by the Supplier, each at the Supplier's cost, regarding the IPR Claim; and not, without first consulting with the Supplier, make an admission relating to the IPR Claim.

IPR Indemnity. 25.2.1 19.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services as permitted under the Call Off Agreement and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The 19.2.2 Subject to the Authority’s continued compliance with Clause 19.2.6, the Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, by or awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 19.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 19.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a19.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b19.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.219.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. 19.2.5 The Supplier shall promptly notify the Authority (in writing) of any IPR Claim of which it is aware.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services as permitted under the Call Off Agreement and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The . Subject to the Authority’s continued compliance with Clause 43.2.6, the Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, by or awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the Authority; and (iv) and the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a43.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b43.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.243.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. The Supplier shall promptly notify the Authority (in writing) of any IPR Claim of which it is aware. The Authority shall: notify the Supplier in writing of any IPR Claim of which it is aware; allow (subject to Clause 43.2.7) the Supplier to conduct all negotiations and proceedings and provide the Supplier with such reasonable assistance required by the Supplier, each at the Supplier's cost, regarding the IPR Claim; and not, without first consulting with the Supplier, make an admission relating to the IPR Claim. The Supplier shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the Authority into disrepute.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the Authority; and (iv) and the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's Suppliers responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority CCS against all Losses incurred by, awarded against against, or agreed to be paid by the Authority to CCS (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority CCS the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the AuthorityCCS; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority CCS may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1. The Supplier Provider shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's Provider’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2. The Supplier shall at Provider shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3. If an IPR Claim is made, or the Supplier Provider anticipates that an IPR Claim might be made, the Supplier Provider may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) i. the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) . the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) . there is no additional cost to the Authority; and (iv) . the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4. If the Supplier Provider elects to procure a licence in accordance with Clause 25.2.3(a26.2.3 (a) or to modify or replace an item pursuant to Clause 25.2.3(b), 26.2.3 but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier Provider shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availabilityshall, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand demand, indemnify the Contracting Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Contracting Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Contracting Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the Contracting Authority; and (iv) and the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a(a) or to modify or replace an item pursuant to Clause 25.2.3(b(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Contracting Authority may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.233.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 . The Supplier shall at during and after the Framework Period, on written demand Commercial Agreement Period indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the Authority; and (iv) and the terms and conditions of this Framework Commercial Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(aB10.2(c)(i) above or to modify or replace an item pursuant to Clause 25.2.3(b)B10.2(c)(ii) above, but this has not avoided or resolved the IPR Claim, then: (a) the : The Authority may terminate this Framework the Commercial Agreement by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.2B10.2(b) above, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 34.9.1 The Supplier shall ensure and procure that the availabilityshall, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand demand, indemnify the Authority Customer against all Losses incurred by, awarded against against, or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 34.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the AuthorityCustomer; and (iv) the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 34.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a34.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b34.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.233.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 . The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the Authority; and (iv) and the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a23.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b23.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.223.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. The Supplier shall promptly notify the Authority (in writing) of any IPR Claim. The Authority shall: notify the Supplier in writing of any IPR Claim of which it is aware; allow (subject to Clause 23.2.7) the Supplier to conduct all negotiations and proceedings and provide the Supplier with such reasonable assistance required by the Supplier, each at the Supplier's cost, regarding the IPR Claim; and not, without first consulting with the Supplier, make an admission relating to the IPR Claim. The Supplier shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the Authority into disrepute.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand indemnify the Authority Customer against all Losses incurred by, awarded against or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the AuthorityCustomer; and (iv) and the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a(a) or to modify or replace an item pursuant to Clause 25.2.3(b(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.234.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Vehicle Hire Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 23.1 The Supplier shall at all times, during and after the Framework Contract Period, on written demand indemnify the Authority Buyer and each other Indemnified Person, and keep the Buyer and each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) an Indemnified Person arising from an IPR IPRs Claim. 25.2.3 23.2 If an IPR IPRs Claim is made, or the Supplier anticipates that an IPR IPRs Claim might be made, the Supplier may, at its own expense and sole option, either: (a) 23.2.1 procure for the Authority Buyer or other relevant Indemnified Person the right to continue using the relevant item which is subject to the IPR IPRs Claim; or (b) 23.2.2 replace or modify the relevant item with non-infringing substitutes provided that: (ia) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iib) the replaced or modified item does not have an adverse effect on any other Goods and/or Servicesservices or the IT Environment; (iiic) there is no additional cost to the AuthorityBuyer or relevant Indemnified Person (as the case may be); and (ivd) the terms and conditions of this Framework Agreement Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 23.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a) 23.2.1 or to modify or replace an item pursuant to Clause 25.2.3(b)23.2.2, but this has not avoided or resolved the IPR IPRs Claim, then: (a) 23.3.1 the Authority Buyer may terminate this Framework Agreement Contract (if subsisting) with immediate effect by written notice with immediate effectto the Supplier; and (b) 23.3.2 without prejudice to the indemnity set out in Clause 25.2.223.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 17.1. The Supplier shall at all times, during and after the Framework PeriodTerm, on written demand indemnify the Authority Customer, and keep the Customer indemnified, against all Losses losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 17.2. The Customer agrees that: ▇▇.▇.▇. ▇▇ will notify the Supplier in writing of any IPR Claim; ▇▇.▇.▇. ▇▇ will allow the Supplier to conduct all negotiations and proceedings and will provide the Supplier with all such reasonable assistance required by the Supplier, each at the Supplier's cost, with regard to the IPR Claim; and ▇▇.▇.▇. ▇▇ will not, without first consulting with the Supplier, make any admission relating to the IPR Claim. 17.3. The Supplier shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute. 17.4. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) 17.4.1. procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or; (b) 17.4.2. replace or modify the relevant item with non-infringing substitutes provided that: (i) 17.4.2.1. the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) 17.4.2.2. there is no additional cost to the AuthorityCustomer; and (iv) 17.4.2.3. the terms and conditions of this Framework Agreement Contract shall apply to the replaced or modified Goods and/or Servicesitem, or 17.4.3. terminate this Contract and reimburse the Customer for the Charges paid prior to the date of termination. 25.2.4 If 17.5. The provisions of clauses 17.1 - 17.4 (inclusive) shall not apply in respect of any IPR Claim caused by: 17.5.1. any use by or on behalf of the Supplier elects to procure a licence Customer of the relevant item in accordance combination with Clause 25.2.3(a) or to modify or replace an any item not supplied pursuant to Clause 25.2.3(b), but this has not avoided or resolved Contract; or 17.5.2. the IPR Claim, then: (a) use by the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.2, the Supplier shall be liable for all reasonable and unavoidable costs Customer of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute itemsrelevant item in a manner not reasonably anticipated by this Contract.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 24.9.1 The Supplier shall at times during and after the Framework Contract Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. The Authority shall enforce this indemnity by issuing a written demand to the Supplier at the relevant time. 25.2.3 24.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 24.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a24.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b24.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement Contract by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.224.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 27.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 27.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 27.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 27.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a27.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b27.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.227.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's Suppliers responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Servicesservices; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Servicesservices. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs Costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute itemsservices.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at all times during and after the Framework Period, on written demand Period indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.3.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or and Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.3.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.3.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or and Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or and Services. 25.2.4 26.3.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.3.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.3.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.3.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 17.1. The Supplier shall at all times, during and after the Framework PeriodTerm, on written demand indemnify the Authority Customer, and keep the Customer indemnified, against all Losses losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 17.2. The Customer agrees that: ▇▇.▇.▇. ▇▇ will notify the Supplier in writing of any IPR Claim; ▇▇.▇.▇. ▇▇ will allow the Supplier to conduct all negotiations and proceedings and will provide the Supplier with all such reasonable assistance required by the Supplier, each at the Supplier's cost, with regard to the IPR Claim; and ▇▇.▇.▇. ▇▇ will not, without first consulting with the Supplier, make any admission relating to the IPR Claim. 17.3. The Supplier shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute. 17.4. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) 17.4.1. procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or; (b) 17.4.2. replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the AuthorityCustomer; and (iv) and the terms and conditions of this Framework Agreement Contract shall apply to the replaced or modified Goods and/or Servicesitem, or 17.4.3. terminate this Contract and reimburse the Customer for the Charges paid prior to the date of termination. 25.2.4 If 17.5. The provisions of clauses 17.1. - 17.4. (inclusive) shall not apply in respect of any IPR Claim caused by: 17.5.1. any use by or on behalf of the Supplier elects to procure a licence Customer of the relevant item in accordance combination with Clause 25.2.3(a) or to modify or replace an any item not supplied pursuant to Clause 25.2.3(b), but this has not avoided or resolved Contract; or 17.5.2. the IPR Claim, then: (a) use by the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.2, the Supplier shall be liable for all reasonable and unavoidable costs Customer of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute itemsrelevant item in a manner not reasonably anticipated by this Contract.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 27.9.1 The Supplier shall at during and after the Framework Contract Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 27.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item;; DH CRNCC Contract (Contract Terms) (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 27.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a27.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b27.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement Contract by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.227.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 21.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 21.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, by or awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 21.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 21.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a21.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b21.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.221.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 23.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, or awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the Authority; and (iv) and the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 23.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.223.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 34.9.1 The Supplier shall ensure and procure that the availabilityshall, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Contract Period, on written demand demand, indemnify the Authority Customer against all Losses incurred by, awarded against against, or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 34.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the AuthorityCustomer; and (iv) the terms and conditions of this Framework Agreement Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 34.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a34.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b34.9.2(b), but this has not avoided or resolved the IPR Claim, then: (ai) the Authority Customer may terminate this Framework Agreement Contract by written notice with immediate effect; and (bii) without prejudice to the indemnity set out in Clause 25.2.234.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Dynamic Purchasing System Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim.Losses 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (ic) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iid) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iiie) there is no additional cost to the Authority; and (ivf) the terms and conditions of this Framework Dynamic Purchasing System Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a(a) or to modify or replace an item pursuant to Clause 25.2.3(b1)a)i)(1)(a)(i)1.a(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Dynamic Purchasing System Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 9.9.1 The Supplier shall at during and after the Framework Contract Period, on written demand indemnify the Authority Customer against all Losses incurred by, awarded against or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 9.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) 9.9.2.1 procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) 9.9.2.2 replace or modify the relevant item with non-infringing substitutes provided that: (i) 9.9.2.2.1 the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) 9.9.2.2.2 the replaced or modified item does not have an adverse effect on any other Goods and/or ServicesServices or the ICT Environment; (iii) 9.9.2.2.3 there is no additional cost to the AuthorityCustomer; and (iv) 9.9.2.2.4 the terms and conditions of this Framework Agreement Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 9.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a) 9.9.2.1 or to modify or replace an item pursuant to Clause 25.2.3(b)9.9.2.2, but this has not avoided or resolved the IPR Claim, then: (a) 9.9.3.1 the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) 9.9.3.2 without prejudice to the indemnity set out in Clause 25.2.29.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. 9.9.4 The provisions of Clauses 9.9.1 to 9.9.3 (inclusive) shall not apply to the extent that any IPR Claim is caused by any use by or on behalf of the Customer of the Software, or the use of the Customer Software by or on behalf of the Supplier, in either case in combination with any item not supplied or recommended by the Supplier pursuant to this Contract or in a manner not reasonably to be inferred from the description of the Supply of Services, Clause 3 of this Contract. 9.9.5 The Customer agrees that: (a) it will notify the Supplier in writing of any IPR Claim; (b) it will allow the Supplier to conduct all negotiations and proceedings and will provide the Supplier with such reasonable assistance required by the Supplier, each at the Supplier's cost, regarding the IPR Claim; and (c) it will not, without first consulting with the Supplier, agree to make any payment or make an admission relating to the IPR Claim. 9.9.6 The Supplier shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute. The Supplier shall not settle or compromise any IPR Claim without the Customer's Approval (not to be unreasonably withheld or delayed).

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's ’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availabilityshall, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand demand, indemnify the Contracting Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Contracting Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Contracting Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the Contracting Authority; and (iv) and the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a33.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b33.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Contracting Authority may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.233.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 32.9.1 The Supplier shall ensure and procure that the availabilityshall, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand demand, indemnify the Authority Customer against all Losses incurred by, awarded against against, or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 32.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the AuthorityCustomer; and (iv) the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 32.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a32.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b32.9.2(b), but this has not avoided or resolved the IPR Claim, then: (ai) the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (bii) without prejudice to the indemnity set out in Clause 25.2.232.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 ‌ 26.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier Operator shall at all times, during and after the Framework PeriodTerm, on written demand indemnify the Authority and keep the Authority indemnified against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim.‌ 26.2 The Authority agrees that: 26.2.1 it will notify the Operator in writing of any IPR Claim; 26.2.2 it will allow the Operator to conduct all negotiations and proceedings and will provide the Operator with such reasonable assistance required by the Operator, each at the Operator's cost, regarding the IPR Claim; and 26.2.3 it will not, without first consulting with the Operator, make an admission relating to the IPR Claim. 25.2.3 26.3 The Operator shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Authority into disrepute. 26.4 The Operator shall not settle or compromise any IPR Claim without the Authority's prior written consent (not to be unreasonably withheld or delayed). 26.5 If an IPR Claim is made, or the Supplier Operator anticipates that an IPR Claim might be made, the Supplier Operator may, at its own expense and sole option, either:either:‌ (a) 26.5.1 procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; oror‌ (b) 26.5.2 replace or modify the relevant item with non-infringing substitutes provided that:that:‌ (ia) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iib) the replaced or modified item does not have an adverse effect on any of the Services, the Database or any other Goods and/or Servicesinformation or technologies system used in connection with the Services including, for the avoidance of doubt, any software, equipment and cabling; (iiic) there is no additional cost to the Authority; and (ivd) the terms and conditions of this Framework the Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.6 If the Supplier Operator elects to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b)26.5.2 or to procure a licence in accordance with Clause 26.5.1, but this has not avoided or resolved the IPR Claim, then: (a) then the Authority may terminate this Framework Agreement by written notice with immediate effect; effect and (b) , without prejudice to the indemnity set out in Clause 25.2.226.1, the Supplier Operator shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, in implementing and maintaining the substitute itemsitems.‌ 26.7 The provisions of Clauses 26.1 to 26.6 (inclusive) shall not apply in respect of any IPR Claim caused by: 26.7.1 any use by or on behalf of the Authority of the Software in either case in combination with any item not supplied pursuant to this Agreement; or 26.7.2 the use by the Authority of the Software in a manner not reasonably to be inferred from the provisions of this Agreement.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 27.9.1 The Supplier shall at times during and after the Framework Contract Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. The Authority shall enforce this indemnity by issuing a written demand to the Supplier at the relevant time. 25.2.3 27.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 27.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a27.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b27.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement Contract by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.227.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 33.9.1 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand indemnify the Authority Customer against all Losses incurred by, awarded against or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 33.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the AuthorityCustomer; and (iv) the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 33.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a33.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b33.9.2(b), but this has not avoided or resolved the IPR Claim, then: (ai) the Authority Customer may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (bii) without prejudice to the indemnity set out in Clause 25.2.233.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 21.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 21.2.2 The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 21.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with to make it non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 21.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a21.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b21.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.221.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute modified items and/or services including the additional costs of procuring, implementing and maintaining the substitute modified items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call-Off Contract Period, on written demand indemnify the Authority Customer against all Losses incurred by, awarded against or agreed to be paid by the Authority Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 . If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) : procure for the Authority Customer the right to continue using the relevant item which is subject to the IPR Claim; or (b) or replace or modify the relevant item with non-infringing substitutes provided that: (i) : the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) ; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) ; there is no additional cost to the AuthorityCustomer; and (iv) and the terms and conditions of this Framework Agreement Call-Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 . If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a30.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b30.9.2(b), but this has not avoided or resolved the IPR Claim, then: (a) : the Authority Customer may terminate this Framework Agreement Call-Off Contract by written notice with immediate effect; and (b) and without prejudice to the indemnity set out in Clause 25.2.2, 30.9.1 the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 23.2.2 The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 23.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a23.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b23.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.223.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier Operator shall at all times, during and after the Framework PeriodTerm, on written demand indemnify the Authority and keep the Authority indemnified against all Losses incurred by, awarded against or agreed (subject to the terms of Clause 26.2)) to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2 The Authority agrees that: 26.2.1 it will notify the Operator in writing of any IPR Claim; 26.2.2 it will allow the Operator to conduct all negotiations and proceedings and will provide the Operator with such reasonable assistance required by the Operator, each at the Operator's cost, regarding the IPR Claim; and 26.2.3 it will not, without first consulting with the Operator, make an admission relating to the IPR Claim. 26.3 The Operator shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Authority into disrepute insofar as this is reasonably possible given the nature and circumstances of the IPR Claim. 26.4 The Operator shall not settle or compromise any IPR Claim without the Authority's prior written consent (not to be unreasonably withheld or delayed). 26.5 If an IPR Claim is made, or the Supplier Operator anticipates that an IPR Claim might be made, the Supplier Operator may, at its own expense and sole option, either: (a) 26.5.1 procure for itself and/or the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) 26.5.2 replace or modify the relevant item with non-infringing substitutes provided that: (ia) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (iib) the replaced or modified item does not have an adverse effect on any of the Services, the Database or any other Goods and/or Servicesinformation or technologies system used in connection with the Services including, for the avoidance of doubt, any software, equipment and cabling; (iiic) there is no additional cost to the Authority; and (ivd) the terms and conditions of this Framework the Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.6 If the Supplier Operator elects to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b)26.5.2 or to procure a licence in accordance with Clause 26.5.1 , but this has not avoided or resolved the IPR Claim, then: (a) then the Authority may terminate this Framework Agreement by written notice with immediate effect; effect and (b) , without prejudice to the indemnity set out in Clause 25.2.226.1, the Supplier Operator shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, in implementing and maintaining the substitute items. 26.7 The provisions of Clauses 26.1 to 26.6 (inclusive) shall not apply in respect of any IPR Claim to the extent caused by: 26.7.1 any use by or on behalf of the Authority of the Software in either case in combination with any item not supplied pursuant to this Agreement (save for items which might reasonably be expected to be used by or on behalf of the Authority in connection with the Software); or 26.7.2 the use by the Authority of the Software in a manner not reasonably to be inferred from the provisions of this Agreement.

IPR Indemnity. 25.2.1 33.9.1 The Supplier shall ensure and procure that the availabilityshall, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Call Off Contract Period, on written demand demand, indemnify the Contracting Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Contracting Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 33.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Contracting Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Contracting Authority; and (iv) the terms and conditions of this Framework Agreement Call Off Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 33.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a33.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b33.9.2(b), but this has not avoided or resolved the IPR Claim, then: (ai) the Contracting Authority may terminate this Framework Agreement Call Off Contract by written notice with immediate effect; and (bii) without prejudice to the indemnity set out in Clause 25.2.233.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services Services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 26.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's ’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.2.2 The Supplier shall at shall, during and after the Framework Period, on written demand demand, indemnify the Authority against all Losses incurred by, awarded against against, or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.226.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

IPR Indemnity. 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 26.9.1 The Supplier shall at during and after the Framework Contract Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 26.9.2 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement Contract shall apply to the replaced or modified Goods and/or Services. 25.2.4 26.9.3 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a26.9.2(a) or to modify or replace an item pursuant to Clause 25.2.3(b26.9.2(b), but this has not avoided or resolved the IPR Claim, then: (ai) the Authority may terminate this Framework Agreement Contract by written notice with immediate effect; and (bii) without prejudice to the indemnity set out in Clause 25.2.226.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.