Common use of Other Contracting Bodies Clause in Contracts

Other Contracting Bodies. The Supplier shall during and after the Framework Term indemnify and keep indemnified the Authority on demand in full from and against all Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Goods and/or Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought alleging matters which if proved would constitute a breach of this Clause 39, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either: modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies to a Call Off Agreement; or procure a licence to use the Goods and/or Services on terms that are reasonably acceptable to the Authority; and in relation to the performance of the Supplier's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term and for no other purpose.

Other Contracting Bodies. The Supplier shall during and after the Framework Term indemnify and keep indemnified the Authority on demand in full from and against all Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Goods and/or Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought alleging matters which if proved would constitute a breach of this Clause 39FW-43. or Clause 19 of the Call-Off Agreement, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval or in respect of the Call Agreement, subject to the Customer’s prior Approval) at its own expense and at no cost to the Authority or Customer, within a reasonable time either: modify any or all of the affected Goods Services and/or Services Call-Off Agreement Deliverables without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, ; provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution action shall not increase the cost or burden on Contracting Bodies to a Call Off AgreementCustomers; or procure a licence to use the Goods Services and/or Services Deliverables on terms that are reasonably acceptable to the AuthorityAuthority or Customer (as applicable); and in relation to the performance of the Supplier's ’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. And in the event that the Supplier is unable to comply with Clauses FW-43.6.1 or FW-43.6.2 within twenty (20) Working Days of receipt of the Supplier’s notification, the Authority may terminate the this Contract and the Customer may terminate this Call-Off Agreement for Material Breach and the Supplier shall, upon demand, refund the Authority and/or Customer (as the case may be) with all monies paid in respect of the Service and/or Deliverable that is subject to the claim. Subject to full compliance with the Branding GuidanceGuidance (available on the CCS website xxxx://xxx.xxxxxxxxxxxxx.xxx.xx/i-am-supplier/supplier-resources), the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term and for no other purpose.

Other Contracting Bodies. The Supplier shall during and after the Term of this Framework Term Agreement indemnify and keep indemnified the Authority on demand in full from and against all Losses claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Goods and/or Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought alleging matters which if proved would constitute a breach of this Clause 3940, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either: modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies to a Call Call-Off Agreement; or procure a licence to use the Goods and/or Services on terms that are reasonably acceptable to the Authority; and in relation to the performance of the Supplier's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term and for no other purpose. COMPLAINTS HANDLING AND RESOLUTION Either Party shall notify the other Party of any Complaints made by Other Contracting Bodies, which are not resolved by operation of the Supplier's usual complaints handling procedure within five (5) Working Days of becoming aware of that Complaint and, if the Supplier is the Party providing the notice, such notice shall contain full details of the Supplier's plans to resolve such Complaint. Without prejudice to any rights and remedies that a complainant may have at Law (including under this Framework Agreement and/or a Call-Off Agreement), and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement and/or a Call-Off Agreement, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the Complaint fully, expeditiously and fairly. Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a Complaint to the Authority, including details of steps taken to achieve its resolution.

Other Contracting Bodies. The Supplier shall during and after the Term of this Framework Term Agreement indemnify and keep indemnified the Authority on demand in full from and against all Losses claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Goods and/or Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought alleging matters which if proved would constitute a breach of this Clause 3941, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either: modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies to a Call Call-Off Agreement; or procure a licence to use the Goods and/or Services on terms that are reasonably acceptable to the Authority; and in relation to the performance of the Supplier's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term and for no other purpose. COMPLAINTS HANDLING AND RESOLUTION Either Party shall notify the other Party of any Complaints made by Other Contracting Bodies, which are not resolved by operation of the Supplier's usual complaints handling procedure within five (5) Working Days of becoming aware of that Complaint and, if the Supplier is the Party providing the notice, such notice shall contain full details of the Supplier's plans to resolve such Complaint. Without prejudice to any rights and remedies that a complainant may have at Law (including under this Framework Agreement and/or a Call-Off Agreement), and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement and/or a Call-Off Agreement, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the Complaint fully, expeditiously and fairly. Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a Complaint to the Authority, including details of steps taken to achieve its resolution.

Other Contracting Bodies. The Supplier shall during and after the Framework Term Period indemnify and keep indemnified the Authority on demand in full from and against all Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Goods and/or Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought alleging matters which if proved would constitute a breach of this Clause 3932., or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either: modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies to a Call Off Agreement; or procure a licence to use the Goods and/or Services on terms that are reasonably acceptable to the Authority; and in relation to the performance of the Supplier's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term Period and for no other purpose. COMPLAINTS HANDLING AND RESOLUTION Either Party shall notify the other Party of any Complaints made by Other Contracting Bodies, which are not resolved by operation of the Supplier's usual complaints handling procedure within five (5) Working Days of becoming aware of that Complaint and, if the Supplier is the Party providing the notice, such notice shall contain full details of the Supplier's plans to resolve such Complaint. Without prejudice to any rights and remedies that a complainant may have at Law (including under this Framework Agreement and/or a Call Off Agreement), and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement and/or a Call Off Agreement, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the Complaint fully, expeditiously and fairly. Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a Complaint to the Authority, including details of steps taken to achieve its resolution.

Other Contracting Bodies. The Supplier shall during and after the Framework Term Period indemnify and keep indemnified the Authority on demand in full from and against all Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Goods and/or Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought alleging matters which if proved would constitute a breach of this Clause 3933, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either: modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies to a Call Off Agreement; or procure a licence to use the Goods and/or Services on terms that are reasonably acceptable to the Authority; and in relation to the performance of the Supplier's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term Period and for no other purpose. COMPLAINTS HANDLING AND RESOLUTION Either Party shall notify the other Party of any Complaints made by Other Contracting Bodies, which are not resolved by operation of the Supplier's usual complaints handling procedure within five (5) Working Days of becoming aware of that Complaint and, if the Supplier is the Party providing the notice, such notice shall contain full details of the Supplier's plans to resolve such Complaint. Without prejudice to any rights and remedies that a complainant may have at Law (including under this Framework Agreement and/or a Call Off Agreement), and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement and/or a Call Off Agreement, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the Complaint fully, expeditiously and fairly. Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a Complaint to the Authority, including details of steps taken to achieve its resolution.

Other Contracting Bodies. The Supplier shall during and after the Framework Term indemnify and keep indemnified the Authority on demand in full from and against all Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Goods and/or Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought alleging matters which if proved would constitute a breach of this Clause 39FW-43. or Clause 19 of the Call Off Agreement, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval or in respect of the Call Agreement, subject to the Customer’s prior Approval) at its own expense and at no cost to the Authority or Customer, within a reasonable time either: modify any or all of the affected Goods Services and/or Services Call Off Agreement Deliverables without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, ; provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution action shall not increase the cost or burden on Contracting Bodies to a Call Off AgreementCustomers; or procure a licence to use the Goods Services and/or Services Deliverables on terms that are reasonably acceptable to the AuthorityAuthority or Customer (as applicable); and in relation to the performance of the Supplier's ’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. And in the event that the Supplier is unable to comply with Clauses FW-43.6.1 or FW-43.6.2 within twenty (20) Working Days of receipt of the Supplier’s notification, the Authority may terminate the this Contract and the Customer may terminate this Call Off Agreement for Material Breach and the Supplier shall, upon demand, refund the Authority and/or Customer (as the case may be) with all monies paid in respect of the Service and/or Deliverable that is subject to the Claim. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term and for no other purpose.

Other Contracting Bodies. The Supplier shall during and after the Framework Term Period indemnify and keep indemnified the Authority on demand in full from and against all Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Goods and/or Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought alleging matters which if proved would constitute a breach of this Clause 3934, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either: modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies to a Call Off Agreement; or procure a licence to use the Goods and/or Services on terms that are reasonably acceptable to the Authority; and in relation to the performance of the Supplier's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term Period and for no other purpose. COMPLAINTS HANDLING AND RESOLUTION Either Party shall notify the other Party of any Complaints made by Other Contracting Bodies, which are not resolved by operation of the Supplier's usual complaints handling procedure within five (5) Working Days of becoming aware of that Complaint and, if the Supplier is the Party providing the notice, such notice shall contain full details of the Supplier's plans to resolve such Complaint. Without prejudice to any rights and remedies that a complainant may have at Law (including under this Framework Agreement and/or a Call Off Agreement), and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement and/or a Call Off Agreement, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the Complaint fully, expeditiously and fairly. Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a Complaint to the Authority, including details of steps taken to achieve its resolution.

Other Contracting Bodies. The Supplier shall during and after the Framework Term Period indemnify and keep indemnified the Authority on demand in full from and against all Losses whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Goods and/or Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Goods and/or Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought alleging matters which if proved would constitute a breach of this Clause 39, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to the Authority’s prior Approval) at its own expense and within a reasonable time either: modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any or all of the affected Goods and/or Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services and such substitution shall not increase the burden on Contracting Bodies to a Call Off AgreementContract; or procure a licence to use the Goods and/or Services on terms that are reasonably acceptable to the Authority; and in relation to the performance of the Supplier's responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Term Period and for no other purpose. COMPLAINTS HANDLING AND RESOLUTION Either Party shall notify the other Party of any Complaints made by Other Contracting Bodies, which are not resolved by operation of the Supplier's usual complaints handling procedure within five (5) Working Days of becoming aware of that Complaint and, if the Supplier is the Party providing the notice, such notice shall contain full details of the Supplier's plans to resolve such Complaint. Without prejudice to any rights and remedies that a complainant may have at Law (including under this Framework Agreement and/or a Call Off Contract), and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement and/or a Call Off Contract, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the Complaint fully, expeditiously and fairly. Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a Complaint to the Authority, including details of steps taken to achieve its resolution.