Common use of TransGrid indemnity Clause in Contracts

TransGrid indemnity. TransGrid will indemnify the Supplier against claims arising from infringement of Intellectual Property Rights, where such infringement results from (i) a modification of the Supplier IP made by or at the request or direction of TransGrid,(ii) the combination of the Supplier IP with an item not supplied or authorised by the Supplier, or (iii) compliance by the Supplier with TransGrid’s instructions in relation to designs prepared by TransGrid, provided that the Supplier (1) notifies TransGrid of any such claim promptly in writing after receiving notice of such claim, (2) gives TransGrid sole control over the defence and settlement of any such claim and any negotiation for its settlement or compromise, (3) does not take a position that is adverse to TransGrid and (4) at TransGrid’s expense and request, provides reasonable assistance in the defence and settlement of any such claim.

TransGrid indemnity. The TransGrid will indemnify the Supplier against claims arising from infringement of Intellectual Property Rights, where such infringement results from (i) a modification of the Supplier IP made by or at the request or direction of the TransGrid,(ii) the combination of the Supplier IP with an item not supplied or authorised by the Supplier, or (iii) compliance by the Supplier with the TransGrid’s instructions in relation to designs prepared by the TransGrid, provided that the Supplier (1) notifies the TransGrid of any such claim promptly in writing after receiving notice of such claim, (2) gives the TransGrid sole control over the defence and settlement of any such claim and any negotiation for its settlement or compromise, (3) does not take a position that is adverse to the TransGrid and (4) at the TransGrid’s expense and request, provides reasonable assistance in the defence and settlement of any such claim.