Common use of UNDERTAKINGS AND INDEMNITIES Clause in Contracts

UNDERTAKINGS AND INDEMNITIES. The Licensor warrants to the Licensee that it has full right and authority to grant the Rights to the Licensee and that the use by the Licensee of the Licensed Products in accordance with this Agreement will not infringe the rights of any third party.The Licensor shall indemnify the Licensee from and against any and all third party claims, demands, costs, losses and liabilities (including reasonable attorney fees) incurred by the Licensee which arise out of a breach of the warranty in Clause 8.1 provided that the Licensee must inform the Licensor immediately upon becoming aware of any claim, not attempt to compromise or settle the claim and give reasonable assistance to the Licensor who shall be entitled to assume sole conduct of any defence and/or settlement with counsel of the Licensor’s choice at its expense. The Licensor shall have the right at its sole option: to procure the right for the Licensee to continue using the Licensed Products; to make such alterations, modifications or adjustments to the Licensed Products that it becomes non- infringing without incurring a material reduction in performance or function; or to replace the Licensed Products with non-infringing substitutes provided that such substitutes do not entail a material reduction in performance or function. Without prejudice to the generality of the foregoing, the Licensor shall not be liable for any damages arising from: use of the Licensed Products by the Licensee or any Authorised User other than as expressly permitted under this Agreement; any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorised user’s wilful misconduct, negligence, operator error or use other than in accordance with the User Documentation; the failure by the Licensee to implement recommendations previously advised by the Licensor in respect of, or solutions for, faults in the Licensed Products; or the decompilation or modification of the Licensed Products or its merger with any other program by any person other than the Licensor or its authorised agent; or the Licensee or any Authorised User being unable to exercise the Rights due to the Licensed Products being unavailable as a result of any act or omission of the Licensor provided that the period for which the Licensed Products is not available shall not exceed a period of 50 hours (in aggregate) in any continuous period of 1000 hours. Except as expressly set out in this Agreement and subject only to clause 11.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Licensed Products. In particular, neither Licensor nor anyone else warrants that the operation of any Licensed Products will be uninterrupted, contaminant-free or error-free, or that they will meet the Licensee’s requirements. No oral or written information or advice given by any representative of the Licensor or by anyone else shall create any warranties. FORCE MAJEURE Either party's failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, strikes, floods, governmental restrictions, power failures, or damage or destruction of any network facilities or services, shall not be deemed a breach of this Agreement. If any event set out in Clause 9.1 shall continue for a period in excess of 30 days either party shall be entitled to terminate this Agreement forthwith by written notice to the other.