actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Client or the Contracting Authority may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim arises from: i. items or materials based upon designs supplied by the Client; or ii. the use of data supplied by the Client which is not required to be verified by the Contractor under any provision of this Contract. 19.6 The Client shall notify the Contractor in writing of any claim or demand brought against the Client for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Contractor. 19.7 The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Contractor, provided always that the Contractor: i. shall consult the Client on all substantive issues which arise during the conduct of such litigation and negotiations; ii. shall take due and proper account of the interests of the Client; and iii. not settle or compromise any claim without the Client’s prior written consent (not to be unreasonably withheld or delayed). 19.8 The Client shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Client or the Contractor by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Contractor’s obligations under this Contract and the Contractor shall indemnify the Client for all costs and expenses (including, but not limited to, legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Client in relation to any costs and expenses incurred in relation to or arising out of a claim, demand or action which relates to the matters in clause 19.5(i) or (ii). 19.9 The Client not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Client or the Contractor in connection with the performance of its obligations under this Contract. 19.10 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with this Contract or in the reasonable opinion of the Contractor is likely to be made, the
actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Client or the Contracting Authority may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim arises from: i. items or materials based upon designs supplied by the Client; or ii. the use of data supplied by the Client which is not required to be verified by the Contractor under any provision of this Contract. 19.6 The Client shall notify the Contractor in writing of any claim or demand brought against the Client for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Contractor. 19.7 The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Contractor, provided always that the Contractor: i. shall consult the Client on all substantive issues which arise during the conduct of such litigation and negotiations; ii. shall take due and proper account of the interests of the Client; and iii. not settle or compromise any claim without the Client’s prior written consent (not to be unreasonably withheld or delayed). 19.8 The Client shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Client or the Contractor by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Contractor’s obligations under this Contract and the Contractor shall indemnify the Client for all costs and expenses (including, but not limited to, legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Client in relation to any costs and expenses incurred in relation to or arising out of a claim, demand or action which relates to the matters in clause 19.5(i) or (ii). 19.9 The Client not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Client or the Contractor in connection with the performance of its obligations under this Contract. 19.10 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with this Contract or in the reasonable opinion of the Contractor is likely to be made, the
SS16br_Standard__Conditions_of_Contract__for_Services_-_V4.docx