Common use of IP Indemnity Clause in Contracts

IP Indemnity. a The Company indemnifies the Affiliate from and against any claim or proceeding brought against the Affiliate in the Territory to the extent that claim or proceeding alleges that the resale of the Products & Services (or the use of the Brands) by the Affiliate in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights in the Territory (IP Claim). The indemnity in this clause is subject to the Reseller: ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Company’s prior written consent; and iii giving the Company complete authority and information required for the Company to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Company’s account. b The indemnity in clause 11.1a does not apply to the extent that the IP Claim arises from or in connection with the conduct of the Business in breach of the Agreement, including: i the resale of the Products *& Services (or use of the Brands) outside the Territory; or ii any warranty given or representation made by the Affiliate to a Customer or prospective Customer in breach of clause 11.1a. c Without limiting the indemnity in clause 11.1a, if at any time an IP Claim is made, or in the Company’s opinion is likely to be made, then in defence or settlement of the IP Claim, the Company may modify or replace the items the subject of the IP Claim so they become non- infringing.