By Ideagen Sample Clauses

By Ideagen. 14.2.1. Ideagen shall indemnify and defend Client against any third-party claims, damages, losses, and costs, including reasonable attorneys’ fees (i) resulting from Ideagen’s gross negligence or wilful misconduct or (ii) that Ideagen’s Software infringes the patent, trademark or copyright of third parties, provided that Ideagen shall not be obligated to indemnify Client to the extent the alleged infringement arose from Client’s use of the Software not in accordance with this Agreement or applicable documentation, Client’s unauthorised modification of the Software, and/or Client’s unauthorised combination of the Software with other products and services not provided by Ideagen. If any infringement as mentioned in sub item (ii) occurs, or, in Ideagen’s opinion may occur, or if Client is prohibited by a court order from using the Software, then, subject to the Client complying with Clause 14.3, Ideagen shall at its own expense and as soon as reasonably possible either (a) procure for Client the right to continue using the Software or any part thereof, (b) replace the Software with a functionally equivalent non-infringing product, or (c) modify the same so as to make it non-infringing while remaining functionally equivalent. If Ideagen is unable to perform any of the options described in (a), (b) or (c) above, Client shall return the allegedly infringing item, and Ideagen’s sole liability (in addition to any third-party claims under this Clause) shall be to refund the Client the amount paid by the Client for such infringing item. This Clause 14.2.1 shall constitute Ideagen’s sole obligation and Client’s sole and exclusive remedy with respect to any infringement or claim of infringement.
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