Common use of Third party Intellectual Property Rights indemnity Clause in Contracts

Third party Intellectual Property Rights indemnity. 1. The Supplier indemnifies the Client against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the Client: 1. promptly notifying the Supplier in writing of the IP Claim; 2. making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier’s prior written consent; and giving the Supplier complete authority and information required for the Supplier to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Supplier’s account. 2. The indemnity in clause a does not apply to the extent that an IP Claim arises from or in connection with, the Client’s breach of the Agreement; use of the SaaS Service in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by the Supplier; or any third-party data or any Data. 3. If at any time an IP Claim is made, or in the Supplier’s reasonable opinion is likely to be made, then in defense or settlement of the IP Claim, the Supplier may (at the Supplier’s option and costs): 1. obtain for the Client the right to continue using the items which are the subject of the IP Claim; or 2. modify, re-perform or replace the items which are the subject of the IP Claim so they become non-infringing.

Third party Intellectual Property Rights indemnity. 1. a The Supplier indemnifies the Client against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s 's use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s 's Intellectual Property Rights (IP Claim). The indemnity is subject to the Client: 1. : i promptly notifying the Supplier in writing of the IP Claim; 2. ; ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier’s 's prior written consent; and iii giving the Supplier complete authority and information required for the Supplier to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Supplier’s 's account. 2. b The indemnity in clause a 6.5a does not apply to the extent that an IP Claim arises from or in connection with, : i the Client’s 's breach of the Agreement; i use of the SaaS Service in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by the Supplier; or ii any third-third party data or any Data. 3. c If at any time an IP Claim is made, or in the Supplier’s 's reasonable opinion is likely to be made, then in defense defence or settlement of the IP Claim, the Supplier may (at the Supplier’s option and costs): 1. 's option): i obtain for the Client the right to continue using the items which are the subject of the IP Claim; or 2. or ii modify, re-perform or replace the items which are the subject of the IP Claim so they become non-non- infringing.

Third party Intellectual Property Rights indemnity. 1. a The Supplier indemnifies the Client against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s 's use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s 's Intellectual Property Rights (IP Claim). The indemnity is subject to the Client: 1. : i promptly notifying the Supplier in writing of the IP Claim; 2. ; ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier’s 's prior written consent; and iii giving the Supplier complete authority and information required for the Supplier to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Supplier’s 's account. 2. b The indemnity in clause a 6.5a does not apply to the extent that an IP Claim arises from or in connection with, : i the Client’s 's breach of the Agreement; ii use of the SaaS Service in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by the Supplier; or iii any third-third party data or any Data. 3. c If at any time an IP Claim is made, or in the Supplier’s 's reasonable opinion is likely to be made, then in defense defence or settlement of the IP Claim, the Supplier may (at the Supplier’s option and costs): 1. 's option): i obtain for the Client the right to continue using the items which are the subject of the IP Claim; or 2. or ii modify, re-perform or replace the items which are the subject of the IP Claim so they become non-non- infringing.