IPR Indemnity. 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party.
IPR Indemnity. 13.1. The Supplier shall indemnify and hold the Customer harmless from and against any and all liability or damage (including reasonable and verifiable costs and expenses) suffered or incurred by the Customer and arising from any action, claim or proceedings brought against the Customer by a third party alleging that the proper possession or use of the Hardware and/or Software by the Customer infringes such third party’s IPR (“Claim”) provided that: (a) the Supplier is given prompt written notice of such Claim; (b) the Supplier is given information, reasonable assistance, and exclusive authority to defend or settle the Claim; (c) that the Customer complies with all reasonable instructions of the Supplier with regard to the continuing use of the Hardware and/or Software; and (d) that Customer does not prejudice the Supplier’s defence or settlement of the Claim.
IPR Indemnity. The Supplier shall at during and after the Call Off Contract Period, on written demand indemnify the Customer against all Losses incurred by, awarded against or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Customer; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Goods and/or Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Customer may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.
IPR Indemnity. The Supplier shall ensure and procure that the availability, provision and use of the Services as permitted under the Call Off Agreement and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. The Supplier shall during and after the DPS Period, on written demand indemnify the Authority against all Losses incurred by or awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Authority; and the terms and conditions of this Dynamic Purchasing System Agreement shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 20.2.3(a) or to modify or replace an item pursuant to Clause 20.2.3(b), but this has not avoided or resolved the IPR Claim, then: the Authority may terminate this Dynamic Purchasing System Agreement by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 20.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. The Supplier shall promptly notify the Authority (in writing) of any IPR Claim of which it is aware. The Authority shall: notify the Supplier in writing of any IPR Claim of which it is aware; allow (subject to Clause 20.2.7) the Supplier to conduct all negotiations and proceedings and provide the Supplier with such reasonable assistance required by the Supplier, each at the Supplier's cost, regarding the IPR Claim; and not, without first consulting with the Supplier, make an admission relating to the IPR Claim. The Supplier shall consider and defend the IPR Claim diligently using co...
IPR Indemnity. 16.1. The Contractor shall indemnify Smart DCC against all claims, demands, actions, costs and expenses (including legal costs and disbursements on a solicitor and client basis) which Smart DCC incurs as a result of any infringement or alleged infringement of any third party Intellectual Property Rights arising directly from the delivery by the Contractor of the Services to Smart DCC.
IPR Indemnity. 33.1 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any Deliverables and/or other materials licensed or supplied to any Commissioning Body or Indemnified Persons (whether directly or indirectly)) and the Supplier shall on demand indemnify and keep indemnified and hold each Commissioning Body and each other Indemnified Person harmless from and against all Losses which each Commissioning Body and Indemnified Persons may suffer or incur as a result of or in connection with any breach of this Clause 33.1.
IPR Indemnity. 26.1 The Operator shall at all times, during and after the Term, on written demand indemnify the Authority and keep the Authority indemnified against all Losses incurred by, awarded against or agreed to be paid by the Authority arising from an IPR Claim.
IPR Indemnity. 15.1 If the use by the Client of the Website, Software or Materials according to this Agreement and/or the receipt of the Services is subject to a third party claim that the third party’s IPRs have been infringed (an Infringement Claim), the Company will indemnify the Client against that claim provided that:
IPR Indemnity. 17.1 To the extent that this Clause 17 conflicts with the indemnity granted in Clause 13 (Intellectual property rights) of the Conditions , this Clause 17 takes precedence.
IPR Indemnity. 17.1.The Supplier shall at all times, during and after the Term, on written demand indemnify the Customer, and keep the Customer indemnified, against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or arising from an IPR Claim.
