Common use of Licensor’s Indemnity Clause in Contracts

Licensor’s Indemnity. Unless otherwise stated in the relevant Special Terms, subject to clause 10.7, the Licensor indemnifies the Licensee against and will, at its cost, defend or settle any claim, suit, action, or proceeding (collectively, an action) brought against the Licensee attributable to a claim that the authorised use of the Data by the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property Rights of a third party, provided that: (a) the Licensee notifies the Licensor promptly in writing of any action and gives the Licensor complete authority and information required for the conduct of the action and its defence, settlement or compromise; (b) the Licensee co-operates with the Licensor in defending or settling the action and makes its employees, agents, distributors and End Users available to give such statements, advice and evidence as the Licensor may reasonably request; (c) the Licensee does not do, or omit to do, any act, including making any admissions, that would compromise the Licensor’s position in relation to defending or settling the action; and (d) the Licensee at the Licensor’s instructions: (i) amends its products and services to remove any material which is the subject of a claim that the Intellectual Property rights of a third partyhave been breached; and (ii) ensures that each End User also removes any such material from the Licensee’s products held by that End User.

Licensor’s Indemnity. Unless otherwise stated in the relevant Special Terms, subject Subject to clause clauses 10.2 and 10.7, the Licensor indemnifies the Licensee against and will, at its cost, defend or settle any claim, suit, action, action or proceeding (collectively, an action) brought against the Licensee attributable to any breach of the warranty contained in clause 8.1 or a claim that the authorised use of the Data by the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property Rights rights of a third party, provided that: (a) the Licensee notifies the Licensor promptly in writing of any action and gives the Licensor complete authority and information required for the conduct of the action and its defence, settlement or compromise; (b) the Licensee co-operates with the Licensor in defending or settling the action and makes its employees, agents, agents distributors and End Users available to give such statements, advice and evidence as the Licensor may reasonably request; (c) the Licensee does not do, or omit to do, any act, including making any admissions, that would compromise the Licensor’s position in relation to defending or settling the action; and (d) the Licensee at the Licensor’s instructions: (i) amends its products and services to remove any material which is the subject of a claim that the Intellectual Property rights of a third partyhave party, or any provisions of the Privacy ▇▇▇ ▇▇▇▇, or any other applicable law relating to the protection of personal data, have been breached; and (ii) ensures that each End User also removes any such material from the Licensee’s products held by that End User.

Licensor’s Indemnity. Unless otherwise stated in the relevant Special Terms, subject Subject to clause clauses 10.2 and 10.7, the Licensor indemnifies the Licensee against and will, at its cost, defend or settle any claim, suit, action, action or proceeding (collectively, an action) brought against the Licensee attributable to any breach of the warranty contained in clause 8.1 or a claim that the authorised use of the Data by the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property Rights rights of a third party, provided that: (a) the Licensee notifies the Licensor promptly in writing of any action and gives the Licensor complete authority and information required for the conduct of the action and its defence, settlement or compromise; (b) the Licensee co-operates with the Licensor in defending or settling the action and makes its employees, agents, distributors and End Users available to give such statements, advice and evidence as the Licensor may reasonably request; (c) the Licensee does not do, or omit to do, any act, including making any admissions, that would compromise the Licensor’s position in relation to defending or settling the action; and (d) the Licensee at the Licensor’s instructions: (i) amends its products and services to remove any material which is the subject of a claim that the Intellectual Property rights of a third partyhave party, or any provisions of the Privacy Act 2020, or any other applicable law relating to the protection of personal data, have been breached; and (ii) ensures that each End User also removes any such material from the Licensee’s products held by that End User.

Licensor’s Indemnity. Unless otherwise stated in the relevant Special Terms, subject Subject to clause clauses 10.2 and 10.7, the Licensor indemnifies indemnifies the Licensee against and will, at its cost, defend or settle any claim, suit, action, action or proceeding (collectively, an action) brought against the Licensee attributable to any breach of the warranty contained in clause 8.1 or a claim that the authorised use of the Data by the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property Rights rights of a third party, provided that: (a) the Licensee notifies notifies the Licensor promptly in writing of any action and gives the Licensor complete authority and information required for the conduct of the action and its defence, settlement or compromise; (b) the Licensee co-operates with the Licensor in defending or settling the action and makes its employees, agents, agents distributors and End Users available to give such statements, advice and evidence as the Licensor may reasonably request; (c) the Licensee does not do, or omit to do, any act, including making any admissions, that would compromise the Licensor’s position in relation to defending or settling the action; and (d) the Licensee at the Licensor’s instructions: (i) amends its products and services to remove any material which is the subject of a claim that the Intellectual Property rights of a third partyhave party, or any provisions of the Privacy ▇▇▇ ▇▇▇▇, or any other applicable law relating to the protection of personal data, have been breached; and (ii) ensures that each End User also removes any such material from the Licensee’s products held by that End User.

Licensor’s Indemnity. Unless otherwise stated in the relevant Special TermsSubject to clauses 10.1, subject to clause 10.2 and 10.7, the Licensor indemnifies the Licensee against and will, at its cost, defend or settle any claim, suit, action, action or proceeding (collectively, an action) brought against the Licensee attributable to any breach of the warranty contained in clause 8.1 or a claim that the authorised use of the Data by the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property Rights rights of a third party, provided that: (a) the Licensee notifies the Licensor promptly in writing of any action and gives the Licensor complete authority and information required for the conduct of the action and its defence, settlement or compromise; (b) the Licensee co-operates with the Licensor in defending or settling the action and makes its employees, agents, agents distributors and End Users available to give such statements, advice and evidence as the Licensor may reasonably request; (c) the Licensee does not do, or omit to do, any act, including making any admissions, that would compromise the Licensor’s position in relation to defending or settling the action; and (d) the Licensee at the Licensor’s instructions: (i) amends its products and services to remove any material which is the subject of a claim that the Intellectual Property rights of a third partyhave party, or any provisions of the Privacy Act 1993, or any other applicable law relating to the protection of personal data, have been breached; and (ii) ensures that each End User also removes any such material from the Licensee’s products held by that End User.