Common use of APA’s Undertaking Clause in Contracts

APA’s Undertaking. 5.1.1 The APA represents and warrants to the Licensee that the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee due to an actual or alleged infringement of such rights. This indemnity shall survive the termination of this License Agreement for any reason. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee and/or Authorized User or if Licensee and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement. This indemnity shall survive the termination of this License Agreement for any reason.

APA’s Undertaking. 5.1.1 The APA represents and warrants to the Licensee that the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee due to an actual or alleged infringement of such rights. This indemnity shall survive the termination of this License Agreement for any reason. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee and/or Authorized User or if Licensee Licensee, Member Sites, and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement. This indemnity shall survive the termination of this License Agreement for any reason.