Common use of IPR Indemnity Clause in Contracts

IPR Indemnity. 29.1 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) and shall indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 29.1. 29.2 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, notify the Supplier in writing of any claim or demand brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier. 29.3 Save where the Authority has given written notice in accordance with Clause 39.1 (in which case the provisions of Clause 39 shall apply instead of this Clause 29.3 and Clauses 29.4 and 29.5) the Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 29.3.1 consult the Authority and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 take due and proper account of the interests of the Authority and Indemnified Persons; and 29.3.3 not settle or compromise any claim without the Authority's Approval (not to be unreasonably withheld or delayed). 29.4 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, at the request of the Supplier, afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier's obligations under this Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur in doing so. 29.5 The Authority shall not, and shall use its reasonable endeavours to procure the Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this Contract. 29.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with this Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Authority and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 29.6.1 modify any or all of the Services (which for the purposes of this Clause 29.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 29.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 or 29.6.2 within twenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract by notice in writing to the Supplier with effect from the date specified in that notice.

IPR Indemnity. 29.1 33.1 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to the Authority any Commissioning Body or Indemnified Persons (whether directly or indirectly)) and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each Commissioning Body and each other Indemnified Person harmless from and against all Losses which the Authority each Commissioning Body and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 29.133.1. 29.2 33.2 The Authority shall, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall, notify the Supplier in writing of any claim or demand brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier. 29.3 33.3 Save where the Authority has given written notice in accordance with Clause 39.1 44.1 (in which case the provisions of Clause 39 44 shall apply instead of this Clause 29.3 33.3 and Clauses 29.4 33.4 and 29.533.5) the Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 29.3.1 33.3.1 consult the Authority and any other relevant Commissioning Body and Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 33.3.2 take due and proper account of the interests of the Authority each Commissioning Body and Indemnified Persons; and 29.3.3 33.3.3 not settle or compromise any claim without the Authority's ’s Approval (not to be unreasonably withheld or delayed). 29.4 33.4 The Authority shall, and shall use its reasonable endeavours to procure the necessary other Commissioning Bodies and Indemnified Persons shall, at the request of the Supplier, afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or any other Commissioning Body or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier's ’s obligations under this the Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold harmless each harmless Commissioning Body and each other Indemnified Persons from and against all Losses which the Authority each Commissioning Body and Indemnified Persons may suffer or incur in doing so. 29.5 33.5 The Authority shall not, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authoritya Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this the Contract. 29.6 33.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with this the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately promptly notify the Authority each relevant Commissioning Bodies and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 29.6.1 33.6.1 modify any or all of the Services (which for the purposes of this Clause 29.6 33.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 29.6.2 33.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 33.6.1 or 29.6.2 33.6.2 within twenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract by notice in writing to the Supplier with effect from the date specified in that notice.twenty

IPR Indemnity. 29.1 30.1 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) and shall indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 29.130.1 (IPR Indemnity). 29.2 30.2 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, notify the Supplier in writing of any claim or demand brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier. 29.3 30.3 Save where the Authority has given written notice in accordance with Clause 39.1 40.1 (Conduct of Claims) (in which case the provisions of Clause 39 40 (Conduct of Claims) shall apply instead of this Clause 29.3 30.3 and Clauses 29.4 30.4 and 29.530.5 (IPR Indemnity)) the Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 29.3.1 30.3.1 consult the Authority and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 30.3.2 take due and proper account of the interests of the Authority and Indemnified Persons; and 29.3.3 30.3.3 not settle or compromise any claim without the Authority's Approval (not to be unreasonably withheld or delayed). 29.4 30.4 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, at the request of the Supplier, afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier's obligations under this Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur in doing so. 29.5 30.5 The Authority shall not, and shall use its reasonable endeavours to procure the Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this Contract. 29.6 30.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with this Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Authority and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 29.6.1 30.6.1 modify any or all of the Services (which for the purposes of this Clause 29.6 30.6 (IPR Indemnity) shall include any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 29.6.2 30.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 30.6.1 or 29.6.2 30.6.2 (IPR Indemnity) within twenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract by notice in writing to the Supplier with effect from the date specified in that notice.

IPR Indemnity. 29.1 33.1 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to the Authority any Commissioning Body or Indemnified Persons (whether directly or indirectly)) and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each Commissioning Body and each other Indemnified Person harmless from and against all Losses which the Authority each Commissioning Body and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 29.133.1. 29.2 33.2 The Authority shall, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall, notify the Supplier in writing of any claim or demand brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier. 29.3 33.3 Save where the Authority has given written notice in accordance with Clause 39.1 43.1 (in which case the provisions of Clause 39 43 shall apply instead of this Clause 29.3 33.3 and Clauses 29.4 33.4 and 29.533.5) the Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 29.3.1 33.3.1 consult the Authority and any other relevant Commissioning Body and Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 33.3.2 take due and proper account of the interests of the Authority each Commissioning Body and Indemnified Persons; and 29.3.3 33.3.3 not settle or compromise any claim without the Authority's ’s Approval (not to be unreasonably withheld or delayed). 29.4 33.4 The Authority shall, and shall use its reasonable endeavours to procure the necessary other Commissioning Bodies and Indemnified Persons shall, at the request of the Supplier, afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or any other Commissioning Body or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier's ’s obligations under this the Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold harmless each harmless Commissioning Body and each other Indemnified Persons from and against all Losses which the Authority each Commissioning Body and Indemnified Persons may suffer or incur in doing so. 29.5 33.5 The Authority shall not, and shall use its reasonable endeavours to procure the other Commissioning Bodies and Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authoritya Commissioning Body, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this the Contract. 29.6 33.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with this the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately promptly notify the Authority each relevant Commissioning Bodies and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 29.6.1 33.6.1 modify any or all of the Services (which for the purposes of this Clause 29.6 33.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority any Commissioning Body or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 29.6.2 33.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 33.6.1 or 29.6.2 33.6.2 within twenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract by notice in writing to the Supplier with effect from the date specified in that notice.twenty

IPR Indemnity. 29.1 18.1 To the extent that this Clause 18 (IPR Indemnity) conflicts with the indemnity granted in Clause 32.4 of the main body of the Agreement, this Clause18 (IPR Indemnity) takes precedence. 18.2 The Supplier Contractor shall ensure that the use and possession of the System in accordance with the terms of the Agreement and/or the receipt of the Services by or on behalf of the Purchaser shall not infringe any Intellectual Property Rights IPR of any third party party. 18.3 The Contractor shall indemnify Purchaser against all loss, liability, costs and/or expenses (including cost and expenses defending any relevant claim) suffered or incurred by the Purchaser, or any Third Party using the Design Documentation or the System or the Documentation on behalf of the Purchaser in supplying accordance with the terms of the Agreement, in each case to the extent arising from any claim, demand or action that alleges that: i) use or possession of the Design Documentation by the Purchaser (or such Third Party) infringes an IPR; or ii) use or possession of the System or the Documentation by the Purchaser (or such Third Party) infringes an IPR; or iii) delivery or receipt of the Services infringes an IPR, (including any Deliverables and/or other materials licensed or supplied in each case) except to the Authority extent that such loss, liability, cost or Indemnified Persons (whether expense resulted directly from Purchaser's failure to properly observe its obligations under this Clause 18, or indirectly)) and shall indemnify to the Authority and extent that any such claim or demand or action is in respect of: 18.3.1 any use by or on behalf of the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which Purchaser of the Authority and Indemnified Persons may suffer Design Documentation or incur as a result of the System or the Services or the Documentation in connection combination with any item not supplied by the Contractor where such use directly gives rise to the claim, demand or action; or 18.3.2 any modification carried out by or on behalf of the Purchaser to any item supplied by the Contractor under the Agreement if such modification is not authorised by the Contractor in writing; or 18.3.3 any use by the Purchaser of the System in a manner not reasonably to be inferred from the Tender Documents; or 18.3.4 any use of the Software that is not licensed under the Agreement; or 18.3.5 any breach by the Purchaser of this Clause 29.1the Agreement or a licence to use Third Party Software procured by the Contractor for Purchaser hereunder. 29.2 18.4 The Authority shall, and Contractor shall use its reasonable endeavours to procure the Indemnified Persons shall, promptly notify the Supplier in writing of Purchaser if any claim or demand is made or action brought against it the Contractor for infringement or alleged infringement of any Intellectual Property Right in materials supplied Rights which may affect the use or licensed possession of either the Design Documentation, the System (or any component of the System) or the Documentation and/or the receipt of the Services by or on behalf of the SupplierPurchaser. 29.3 Save where 18.5 Purchaser shall promptly notify the Authority has given written notice in accordance with Contractor if any claim or demand is made or action brought against Purchaser to which Clause 39.1 18.3 (in which case the provisions of Clause 39 shall apply instead of this Clause 29.3 and Clauses 29.4 and 29.5Indemnity Grant) the Supplier shall may apply. The Contractor may at its own expense conduct all negotiations and any litigation arising therefrom and all negotiations in connection with therewith. To this end, on the written request of the Contractor, the Purchaser shall grant to the Contractor exclusive control of any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 29.3.1 consult the Authority and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and such negotiations; 29.3.2 take due and proper account of the interests of the Authority and Indemnified Persons; and 29.3.3 not settle or compromise any claim without the Authority's Approval (not to be unreasonably withheld or delayed). 29.4 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons 18.6 Purchaser shall, at the request of the SupplierContractor, afford to the Supplier Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against Purchaser to which Clause 18.3 (Indemnity Grant) may apply. The Contractor shall reimburse Purchaser for all reasonable costs and reasonable expenses (including but not limited to legal costs and disbursements on a solicitor and client basis) incurred by the Authority, Supplier or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights Purchaser in connection with the performance of the Supplier's obligations under this Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur in doing soso doing. 29.5 The Authority 18.7 Other than as required by law, the Purchaser shall not, and shall use its reasonable endeavours to procure the Indemnified Persons shall not, not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this ContractIPR to which Clause 18.3 (Indemnity Grant) may apply. 29.6 18.8 If a claim, claim or demand is made or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with this Contract brought to which Clause 18.3 (Indemnity Grant) may apply, or in the reasonable opinion of the Supplier Contractor is likely to be mademade or brought, the Supplier shall immediately notify the Authority and Indemnified Persons and, Contractor may at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours towithin a reasonable time either: 29.6.1 18.8.1 modify any or all of the Design Documentation and/or the System and/or the Documentation or the Services (which for the purposes of this Clause 29.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) without reducing the performance or and functionality of the same, or substitute an alternative Services software or services of equivalent performance and functionalityfunctionality for any or all of the Software or the Services, so as to avoid the infringement or the alleged infringement, provided that the provisions terms herein shall apply mutatis mutandis equally to such modified Services or substituted items or services and such modified or substituted items shall be Acceptable to the substitute ServicesPurchaser, such Acceptance not to be unreasonably withheld; or 29.6.2 18.8.2 procure any licence(s) required to avoid such claim demand or action. 18.9 If a claim or demand is made or action brought to which Clause 18.3 (Indemnity Grant) applies and a modification or substitution in accordance with Clause 18.8.1 above is not possible so as to avoid the infringement, or the Contractor has been unable to procure a licence to use and supply in accordance with Clause 18.8.2, then: 18.9.1 the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 or 29.6.2 within twenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, Purchaser shall be entitled to terminate the Agreement by way of a written notice served on the Contractor referencing this Contract by notice in writing to the Supplier with effect Clause 18.9 (termination being effective from the date specified of service of such notice); and 18.9.2 the Contractor shall be liable for the value of a replacement for the System and the Services or part thereof together with additional costs incurred in that noticeimplementing and maintaining such replacements.

IPR Indemnity. 29.1 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied 12.1 Subject to the Authority or Indemnified Persons (whether directly or indirectly)) and Clauses 12.3 to 12.5, ▇▇▇▇▇▇▇▇ shall indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and Customer against all Losses which the Authority liabilities, costs, expenses, damages and Indemnified Persons may suffer losses (including reasonable professional costs and expenses) finally awarded by a court of competent jurisdiction or incur agreed in final settlement as a result of or in connection with any breach of this Clause 29.1. 29.2 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, notify the Supplier in writing of any third party claim or demand brought against it the Customer for infringement actual or alleged infringement of any Intellectual Property Right a third party's IPR arising out of, or in materials supplied or licensed by connection with, ▇▇▇▇▇▇▇▇'s breach of the Supplierwarranty under Clause 3.4 of the Subscription Terms. 29.3 Save where 12.2 Subject to Clause 12.3, the Authority has given written notice in accordance with Clause 39.1 Customer shall indemnify Panaseer against all liabilities, costs, expenses, damages and losses (in which case the provisions including reasonable professional costs and expenses) suffered or incurred by ▇▇▇▇▇▇▇▇ as a result of Clause 39 shall apply instead of this Clause 29.3 and Clauses 29.4 and 29.5) the Supplier shall at its own expense conduct all negotiations and any litigation arising or in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 29.3.1 consult the Authority and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 take due and proper account of the interests of the Authority and Indemnified Persons; and 29.3.3 not settle or compromise any claim without the Authority's Approval (not to be unreasonably withheld or delayed). 29.4 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, at the request of the Supplier, afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or Indemnified Persons by a third party Panaseer for infringement actual or alleged infringement of any a third party Intellectual Property Rights party's IPR arising out of, or in connection with the performance with, ▇▇▇▇▇▇▇▇'s use of the Supplier's obligations under this Contract Customer Materials in the provision of the Professional Services to the Customer. 12.3 The indemnities in Clauses 12.1 and 12.2 are conditional upon the Supplier shall on demand indemnify indemnified Party: (a) notifying the Authority and indemnifying Party in writing within 12 months of becoming aware of any claim in respect of which it intends to seek indemnification from Panaseer ("Indemnified Claim"); (b) not making any admission of liability, agreement or compromise in relation to the Indemnified Persons Claim without the prior written consent of the indemnifying Party; (c) allowing the indemnifying Party sole conduct of the defence of the Indemnified Claim and keep each indemnified all related settlement negotiations; (d) providing the indemnifying Party with such assistance and hold each harmless from and against all Losses which information as the Authority and indemnifying Party may reasonably require to assist the indemnifying Party to defend or settle the Indemnified Persons may suffer or incur in doing so.Claim; and 29.5 The Authority shall not, and shall use its (e) using reasonable endeavours to procure mitigate the amount of the Indemnified Persons shall notClaim. 12.4 In the event of an Indemnified Claim, make Panaseer reserves the right to: (a) procure for the Customer the right to use the infringing Licensed Software free from any admissions such infringement; or (b) replace the infringing Licensed Software with non-infringing substitute materials which may be prejudicial to comply in all materials respects with the defence or settlement applicable terms of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this Subscription Contract. 29.6 12.5 If the steps set out in Clause 12.4 are, in Panaseer's opinion, not reasonably commercially achievable within a claimreasonable period of time, demand Panaseer may terminate this Subscription Contract (in whole or action for infringement or alleged infringement in part) whereupon it shall refund in full any Fees paid by the Customer in respect of any Intellectual Property Right period after the date of termination in materials supplied or licensed by the Supplier is made in connection with this Contract or in the reasonable opinion respect of the Supplier is likely to be made, the Supplier shall immediately notify the Authority and Indemnified Persons and, at its own expense and subject to the Approval whole or part of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 29.6.1 modify any or all of the Services (Subscription Contract which for the purposes of this Clause 29.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 29.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 or 29.6.2 within twenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract terminated by notice in writing to the Supplier with effect from the date specified in that noticePanaseer.

IPR Indemnity. 29.1 8.1.1 FIRSTWAVE shall indemnify The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services FA against all claims, demands, actions, costs, expenses (including any Deliverables and/or other materials licensed but not limited to reasonable legal costs and disbursements on a solicitor and client basis), losses and damages finally awarded by a court of competent jurisdiction or supplied agreed to the Authority or Indemnified Persons (whether directly or indirectly)) and shall indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur as a result by FIRSTWAVE in settlement arising out of or in connection with any breach infringement or alleged infringement (including but not limited to the defence of this Clause 29.1such alleged infringement) by CLAS or the CLAS Documentation (other than documentation relating to Third Party Software and Third Party Agreements) of the Intellectual Property Rights of a third party worldwide. 29.2 8.1.2 If CLAS or the CLAS Documentation becomes or are likely to become the subject of such a claim, The Authority shallFA shall permit FIRSTWAVE, at FIRSTWAVE's option and shall use its reasonable endeavours expense, to procure for The FA the Indemnified Persons shallright to continue using CLAS and/or the CLAS Documentation, or to replace or modify them so that they are noninfringing, without adversely affecting their functionality or performance so that they continue to comply with the CLAS Specifications. This indemnity does not cover infringement claims based on or arising from: 8.1.2.1 modifications of CLAS or the CLAS Documentation unless such modification was done with FIRSTWAVE's prior written approval, if infringement would have been avoided without such modification; 8.1.2.2 the combination, operation, or use of CLAS with programs, data equipment, or other items or products not supplied or specified by FIRSTWAVE, if infringement would have been avoided without such combination, operation, or use; 8.1.2.3 The FA-required designs and specifications, but only to the extent that the infringement results from a departure from FIRSTWAVE's own design specifications for CLAS; or 8.1.2.4 the failure by The FA to use a modified version of CLAS and/or CLAS Documentation proposed by FIRSTWAVE in accordance with Clause 8.1.2, the use of which would have avoided the infringement. 8.1.3 The FA shall indemnify FIRSTWAVE against all claims, demands, actions, costs, expenses (including but not limited to reasonable legal costs and disbursements on a solicitor and client basis), losses and damages finally awarded by a court of competent jurisdiction, or agreed to by The FA in settlement, arising out of or in connection with any infringement or alleged infringement (including but not limited to the defence of such alleged infringement) by any FA Confidential Information or other materials or information delivered or made available to FIRSTWAVE by The FA for use in connection with the design or development of CLAS or the CLAS Documentation. 8.1.4 The foregoing indemnification by FIRSTWAVE and The FA shall be conditional upon: 8.1.4.1 Each party shall promptly, notify the Supplier other in writing of if any claim or demand brought is made or action bought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier.which may lead to a claim for indemnity hereunder; 29.3 Save where the Authority has given written notice in accordance with Clause 39.1 (in which case the provisions of Clause 39 shall apply instead of this Clause 29.3 and Clauses 29.4 and 29.5) the Supplier 8.1.4.2 The indemnifying party shall at its own expense conduct all negotiations any resulting litigation and the indemnified party hereby agrees to grant to the indemnifying party exclusive control of any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 29.3.1 consult the Authority and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 take due and proper account of the interests of the Authority and Indemnified Persons; and 29.3.3 not settle or compromise any claim without the Authority's Approval (not to be unreasonably withheld or delayed). 29.4 The Authority shall, and 8.1.4.3 Each party shall use its reasonable endeavours to procure the Indemnified Persons shall, at the request and expense of the Supplier, indemnifying party afford to the Supplier such indemnifying party all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier The FA or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier's obligations under this Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses FIRSTWAVE to which the Authority and Indemnified Persons Clause 8.1.1 may suffer or incur in doing soapply. 29.5 The Authority 8.1.5 Neither party shall not, and shall use its reasonable endeavours to procure the Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged to which Clause 8.1 may apply. 8.1.6 The foregoing states the entire liability of the parties with regard to the infringement of any Intellectual Property Right by the Authority, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this Contract. 29.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made Rights in connection with this Contract or in the reasonable opinion of other party's Confidential Information, CLAS and the Supplier is likely to be made, the Supplier shall immediately notify the Authority and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 29.6.1 modify any or all of the Services (which for the purposes of this Clause 29.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 29.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 or 29.6.2 within twenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract by notice in writing to the Supplier with effect from the date specified in that noticeCLAS Documentation.

IPR Indemnity. 29.1 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) and shall indemnify the Authority and the Indemnified Persons and keep each LSE fully and effectively indemnified and hold each harmless from and on demand against all Losses which the Authority and Indemnified Persons may suffer or incur as a result Loss of whatsoever nature arising out of or in connection with any breach claim that the Use of the Licensed Materials and / or Developed Materials (or any part thereof), as permitted by this Agreement, infringes the Intellectual Property Rights of a third party. If LSE becomes aware of any claim for, or allegations of, infringement, which may give rise to a claim under the indemnity given by the Supplier under Clause 29.1. 29.2 The Authority 11.4.1, LSE shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, : promptly notify the Supplier in writing and shall not make any admissions without the prior written consent of any claim or demand brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier. 29.3 Save where ; at the Authority has given written notice in accordance with Clause 39.1 (in which case request and expense of the provisions of Clause 39 shall apply instead of this Clause 29.3 and Clauses 29.4 and 29.5) Supplier, allow the Supplier shall at its own expense to conduct and/or settle all negotiations and litigation resulting from any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 29.3.1 consult the Authority such claim; and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 take due and proper account of the interests of the Authority and Indemnified Persons; and 29.3.3 not settle or compromise any claim without the Authority's Approval (not to be unreasonably withheld or delayed). 29.4 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, at the request of the Supplier, afford to the Supplier all reasonable assistance for the purpose of contesting any claim with such negotiations or demand made or action brought against the Authority, Supplier or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier's obligations under this Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur in doing so. 29.5 The Authority shall notlitigation, and shall use its reasonable endeavours to procure the Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority, Indemnified Persons or the Supplier in materials supplied or licensed reimbursed by the Supplier under this Contract. 29.6 for any out of pocket expenses incurred in so doing. If a claimthe use or possession of the Developed Materials or the Use or possession of the Licensed Materials by LSE is adjudged to have infringed, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with this Contract or in the reasonable opinion of the Supplier either party is likely to be madeinfringe, a third party's Intellectual Property Rights the Supplier shall immediately notify the Authority will promptly and Indemnified Persons and, at its own expense expense: obtain for LSE the right to continue using and subject to possessing the Approval Developed Materials and / or Licensed Materials on reasonable terms (being no less beneficial than those contained in this Agreement): or modify or replace the Developed Materials and / or Licensed Materials (without detracting from the overall performance, functionality and other characteristics of the Authority (not to be unreasonably withheld Developed Materials and / or delayed), use its best endeavours to: 29.6.1 modify any or all of the Services (which for the purposes of this Clause 29.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)Licensed Materials) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement infringement. If the terms of Clauses 11.4.2(a) or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 29.6.2 procure 11.4.2(b) cannot be accomplished as specified therein within a licence to use and supply the Services, timeframe which are the subject of the alleged infringement, on terms which are is reasonably acceptable to LSE, then LSE shall have the Authority; and in the event that option to either: require the Supplier is unable to comply with Clauses 29.6.1 remove the Developed Materials and / or 29.6.2 within twenty Licensed Materials (20or if LSE elects, those parts that infringe) Working Days of receipt of from any Location and refund to LSE any sums paid under this Agreement for the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to parts removed; or terminate this Contract by notice in writing Agreement for material breach which is not capable of remedy pursuant to the Supplier with effect from the date specified in that noticeClause 15.1.1.

IPR Indemnity. 29.1 The Supplier Subject to Clause 23.2, the Consultant shall not infringe fully indemnify the Customer (and its Affiliates) for any Intellectual Property Rights Claim brought by any Third Party for a breach or alleged breach or infringement of its IPR where such a Claim relates to: the receipt and/or use by the Customer (or its Affiliates) of any third party in supplying Consultancy Services; or the Services (including Customer asserting its full right to enjoy the use and/or exploitation of any Deliverables and/or other materials licensed New IPR; or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) and shall indemnify performance by the Authority and Consultant of any of its obligations under this Agreement. Upon receipt of a Claim under Clause 23.1, the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 29.1. 29.2 The Authority Consultant shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, notify the Supplier in writing of any claim or demand brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed where requested by the Supplier. 29.3 Save where Customer, cause the Authority has given written notice in accordance with Clause 39.1 (in which case breach and/or infringement to end by: resupplying the provisions of Clause 39 shall apply instead of this Clause 29.3 and Clauses 29.4 and 29.5) the Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always infringing element so that the Supplier shall: 29.3.1 consult infringement ceases; and/or obtaining for the Authority and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 take due and proper account of the interests of the Authority and Indemnified Persons; and 29.3.3 not settle or compromise any claim without the Authority's Approval (not to be unreasonably withheld or delayed). 29.4 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shallCustomer, at the request Consultant’s expense, the right to continue to use the infringing element. If neither of the Supplier, afford remedies prescribed in Clause 23.2 can be accomplished within a time period acceptable to the Supplier Customer, the Consultant shall reimburse the Customer all reasonable assistance for amounts paid in relation to the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance infringing element of the Supplier's obligations Consultancy Services. This Clause 23 shall be without prejudice to any other rights that the Customer has under this Contract Agreement, Applicable Law or otherwise. During the Term and for 3 years afterwards each Party shall keep the Supplier shall on demand indemnify other Party’s Confidential Information strictly confidential. Each Party may only use the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur in doing so. 29.5 The Authority shall not, and shall use its reasonable endeavours to procure the Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this Contract. 29.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with this Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Authority and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 29.6.1 modify any or all of the Services (which other Party’s Confidential Information strictly for the purposes of performing its obligations under this Agreement. Neither Party shall disclose Confidential Information to any person other than an Authorised Recipient and even then only on a strictly ‘need to know’ basis. Each Receiving Party shall procure that its Authorised Recipients (including its own Personnel) are aware of, and fully comply with, its obligations under this Clause 29.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so 24 as to avoid the infringement or the alleged infringement, provided if that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 29.6.2 procure Authorised Recipient were themselves a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 or 29.6.2 within twenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract by notice in writing to the Supplier with effect from the date specified in that noticeParty.

IPR Indemnity. 29.1 To the extent that this Clause 17 conflicts with the indemnity granted in Clause 13 (Intellectual property rights) of the Conditions , this Clause 17 takes precedence. The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) and Contractor shall indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and Purchaser against all Losses which claims, loss, liability, costs and/or expenses (including cost and expenses defending any relevant claim) suffered or incurred by the Authority Purchaser, its agents employees and contractors (“Indemnified Persons may suffer Parties”), in each case arising from any claim, demand or incur as a result action that alleges that: use or possession of the Work Product and/ or the Managed Service by an Indemnified Party infringes an IPR; and/ or delivery or receipt of the Services infringes an IPR. The foregoing indemnity shall not apply to the extent that such claim, loss, liability, cost or expense resulted directly from: Purchaser's failure to properly observe its obligations under this Contract in connection with relation to its use of the Managed Service; or any breach modification carried out by or on behalf of the Purchaser to any item supplied by the Contractor under this Clause 29.1. 29.2 The Authority shall, and Contract if such modification is not authorised by the Contractor in writing. Each Party shall use its reasonable endeavours to procure the Indemnified Persons shall, promptly notify the Supplier in writing of other Party if any claim or demand is made or action brought against it the Contractor for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by IPRs to which Clause 17.2 may apply. Provided that it undertakes the Supplier. 29.3 Save where defence of the Authority has given written notice in accordance claim with Clause 39.1 (in which case the provisions of Clause 39 shall apply instead of reasonable diligence and complies with its indemnity obligations under this Clause 29.3 and Clauses 29.4 and 29.5) 17, the Supplier Contractor shall at its own expense be entitled exclusively to conduct all negotiations and any litigation arising therefrom and all negotiations in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier therewith. The Purchaser shall: 29.3.1 consult the Authority and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 take due and proper account of the interests of the Authority and Indemnified Persons; and 29.3.3 not settle or compromise any claim without the Authority's Approval (not to be unreasonably withheld or delayed). 29.4 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, : at the request and expense of the SupplierContractor, afford to the Supplier Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier's obligations under this Contract such claim; and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur in doing so. 29.5 The Authority shall not, and shall use its reasonable endeavours to procure the Indemnified Persons shall not, not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this Contract. 29.6 IPR to which Clause 17.2 may apply. If a claim, claim or demand is made or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with this Contract brought to which Clause 17.2 may apply, or in the reasonable opinion of the Supplier Contractor is likely to be mademade or brought, the Supplier shall immediately notify the Authority and Indemnified Persons and, Contractor may at its own expense and subject within a reasonable time either: modify the Managed Service and/or the Documentation or the Services without reducing the performance and functionality of the same or causing any adverse effect to the Approval operations of the Authority (not to be unreasonably withheld any Indemnified Party, or delayed), use its best endeavours to: 29.6.1 modify substitute an alternative software or services of equivalent performance and functionality for any or all of the Services (which for Managed Service or the purposes of this Clause 29.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionalityServices, so as to avoid the infringement or the alleged infringement, provided that ; or procure any licence(s) required to avoid such claim demand or action. If a claim or demand is made or action brought to which Clause 17.2 applies and the provisions herein shall apply mutatis mutandis to such modified Services or to measures set out in Clause 17.7 have not been taken by the substitute Services; or 29.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 or 29.6.2 Purchaser within twenty (20) Working Business Days of receipt of the Supplier's notice relevant, claim, then: the Authority shall, without prejudice to its other rights and remedies, Purchaser shall be entitled to terminate this Contract with immediate effect by way of a written notice served on the Contractor referencing this Clause 17.8; and the Contractor shall be liable for the value of a replacement for the Managed Service and the Services or part thereof together with additional costs incurred in writing to the Supplier with effect from the date specified in that noticeimplementing and maintaining such replacements.

IPR Indemnity. 29.1 The Supplier shall warrants that Supplier has the right and the power to grant Buyer any rights in respect of software and other Deliverables provided under this Agreement. Moreover, Supplier warrants that the Deliverables do not infringe any existing patent, registered design, copyright or other Intellectual Property Rights of owned by any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) and shall indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 29.1. 29.2 The Authority shall, and shall use its reasonable endeavours to procure the Indemnified Persons shall, notify the Supplier in writing of any claim or demand brought against it for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier. 29.3 Save where the Authority has given written notice in accordance with Clause 39.1 (in which case the provisions of Clause 39 shall apply instead of this Clause 29.3 and Clauses 29.4 and 29.5) the party. Supplier shall at its own expense conduct all negotiations defend and any litigation arising in connection with settle any claim for breach against ▇▇▇▇▇ alleging that the use of the Deliverables in accordance with the Agreement infringes Intellectual Property Rights of a third party. Supplier shall pay infringement claim defence costs, Supplier negotiated settlement amounts, and court-awarded damages. The foregoing shall apply provided that Buyer without undue delay informs Supplier in materials supplied writing of any such claim. Supplier shall have sole control over any proceeding or licensed settlement. Buyer shall provide its reasonable assistance with respect to such proceeding or settlement to Supplier at Supplier’s cost. If ▇▇▇▇▇ is a named party in the proceedings, Supplier shall keep Buyer fully informed and Buyer shall have the right to be present at the proceedings with separate counsel at its own expense. If Supplier does not act against such claims or actions, Buyer shall within a reasonable time have the right to take appropriate legal action and shall be repaid any and all expenses in so doing. If, as a result of any binding settlement or a final determination by a court of competent jurisdiction, the Supplier, provided always that Deliverables are held to infringe any third party rights and the Supplier shall: 29.3.1 consult the Authority and any Indemnified Persons on all substantive issues which arise during the conduct of such litigation and negotiations; 29.3.2 take due and proper account use of the interests Deliverables is enjoined, or if Supplier reasonably determines that any of the Authority Deliverables may become subject to a claim of infringement, Supplier shall at its cost and Indemnified Personsexpense and at its option; and 29.3.3 not settle procure for Buyer the right to continued use; or compromise any claim replace or modify the Deliverables so that they cease to infringe the third party rights, while Supplier stays fully compliant with the terms and specifications of this Agreement; or if neither of the foregoing is possible on reasonable commercial terms, refund Buyer the amount paid under the Agreement. Buyer shall have the right to terminate the relevant Delivery Contract or Purchase Order (at Buyer’s discretion), in whole or in part, with immediate effect in accordance with section 28.2. (without the Authority's Approval remedy period set out in that clause), if Supplier is unable to procure rights or replace or modify the Software in accordance with (a) or (b) above. Any such replacement or modification as set out in section 19.4. (b) must be approved by Buyer in advance, such approval not to be unreasonably withheld withheld. Supplier shall not be obliged to defend or delayed). 29.4 The Authority shallindemnify Buyer if any claim of infringement results from: ▇▇▇▇▇’s unauthorised modifications to the Deliverables; Deliverables used as specifically prohibited in the Agreed Specifications, and shall use its reasonable endeavours to procure the Indemnified Persons shall, at the request or a combination of the Deliverables and equipment or third party software other than equipment or third party software provided or approved by Supplier, afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority, Supplier or Indemnified Persons by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Supplier's obligations under this Contract and the Supplier shall on demand indemnify the Authority and the Indemnified Persons and keep each indemnified and hold each harmless from and against all Losses which the Authority and Indemnified Persons may suffer or incur in doing so. 29.5 The Authority shall not, and shall use its reasonable endeavours to procure the Indemnified Persons shall not, make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority, Indemnified Persons or the Supplier in materials supplied or licensed by the Supplier under this Contract. 29.6 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier is made in connection with this Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Authority and Indemnified Persons and, at its own expense and subject to the Approval of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 29.6.1 modify any or all of the Services (which for the purposes of this Clause 29.6 shall include any Deliverables and/or other materials licensed or supplied to the Authority or Indemnified Persons (whether directly or indirectly)) without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid extent that the infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis is due solely to such modified Services or to the substitute Services; or 29.6.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority; and in the event that the Supplier is unable to comply with Clauses 29.6.1 or 29.6.2 within twenty (20) Working Days of receipt of the Supplier's notice the Authority shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract by notice in writing to the Supplier with effect from the date specified in that noticecombination.