PROJECT TOOLS Sample Clauses

PROJECT TOOLS. ‌ In this clause, a reference to: the customer shall include the customer's affiliates, and the provisions of this clause shall be for the benefit of the customer and each such affiliate, and shall be enforceable by each such affiliate, in addition to the customer; and the software is a reference to the software in its current state of development at the time when any relevant claim is made. The supplier shall indemnify the customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the customer arising out of or in connection with any claim made against the customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use of any software or receipt of the benefit of any of the services. This indemnity shall not apply if the customer has been negligent or at fault. If any third party makes a claim, or notifies an intention to make a claim, against the customer which may reasonably be considered likely to give rise to a liability under this indemnity (a claim), the customer shall: as soon as reasonably practicable, give written notice of the claim to the supplier, specifying the nature of the claim in reasonable detail; not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of the supplier (such consent not to be unreasonably conditioned, withheld or delayed), provided that the customer may settle the claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the supplier, but without obtaining the supplier's consent) if the customer reasonably believes that failure to settle the claim would be prejudicial to it in any material respect; give the supplier access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the customer, so as to enable the supplier and its professional advisers to examine them and to take copies (at the supplier's expense) for the purpose of assessing the claim; and subject to the supplier providing security to the ...