Common use of IPR Indemnification Clause in Contracts

IPR Indemnification. (a) If any third party claims that the Solutions or any part thereof infringes its IPR, Supplier will defend Customer and itself against all such claims and will be fully responsible for the cost of the defence and any reasonable cost or liability caused to Customer as a result thereof provided that the provisions of this clause 7(a) are subject to the following: (i) Supplier is given prompt notice of any such claim; (ii) Customer provides reasonable co-operation to Supplier in the defence and settlement of such claim, at Supplier's expense; and (iii) Supplier is given sole authority to defend or settle the claim. (b) In the defence or settlement of any claim, Supplier has the right to decide the course of action, which may include procuring the right for Customer to continue using the Solutions, replacing or modifying the Solutions so that they become non-infringing or, if such remedies are not reasonably available, terminating the Contract on immediate notice to Customer without any additional liability or obligation to pay liquidated damages or other additional costs to Customer. (c) In no event shall Supplier, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on any act or omission of Customer including but not limited to: (i) a modification of the Solutions or Documentation by anyone other than the Supplier; (ii) combination of the Software with any product not approved by Supplier; (iii) Customer´s breach of this Contract; (iv) Customer's use of the Solutions or Documentation in a manner contrary to any instructions given to the Customer by Supplier; (v) Customer's use of the Solutions or Documentation after notice of the alleged or actual infringement from Supplier or any appropriate authority; (vi) Supplier’s modification of Licensed Software in compliance with specifications provided by Customer; or (vii) failure of the Customer to implement updates provided by Supplier. (d) The foregoing provisions of this clause state Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any IPR.