VSRA Clause Samples

VSRA. (a) warrants that the receipt, use and onward supply of the Services and the Deliverables to the Customer shall not infringe the rights, including any Intellectual Property Rights, of any third party; (b) shall, subject to clause 12 (Limitation of liability), indemnify the Customer in full against all liabilities, costs, expenses, damages and losses (including but not limited to 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 brought against the Customer for actual or alleged infringement of a third party's Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables; and (c) shall not be in breach of the warranty at clause 8.3(a), and the Customer shall have no claim under the indemnity at clause 8.3(b), to the extent the infringement arises from: (i) the use of the Customer Materials in the development of, or the inclusion of the Customer Materials in any Deliverable; (ii) any modification of the Deliverables or Services, other than by or on behalf of VSRA; and (iii) compliance with the Customer's specifications or instructions.