Common use of Representations Warranties and Indemnification Clause in Contracts

Representations Warranties and Indemnification. 10.1 The Publisher warrants to the Institution that it is entitled to grant the licence in this Licence and that the use of the Licensed Material as contemplated in this Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed Material, provided that: (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Institution provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim.

Representations Warranties and Indemnification. 10.1 The Publisher warrants to the Institution Licensee that it is entitled to grant the licence license in this Licence License Agreement and that the use of the Licensed Material as contemplated in this Licence License will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution Licensee shall have no liability and the Publisher will indemnify, defend and hold the Institution Licensee harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution Licensee in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the InstitutionLicensee's and Authorised Users use of the Licensed Material, provided that: (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this LicenceLicense; (2) the Institution Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim.