|
invention, secret process, development, research or improvement in procedure that may be
<br />generated in connection with this Agreement including, but not limited to, any derivative works
<br />and Customer -specific enhancements and modifications. All intellectual property and other
<br />proprietary rights made, conceived or developed by the Supplier alone or in connection with
<br />the Customer in the course of the supply of the Service shall at all times be and remain the
<br />sole and exclusive property of the Supplier along with any improvement of any process, know-
<br />how, technology and any other materials in respect of the Service to be provided under this
<br />Agreement.
<br />11.3The Customer agrees not to remove, modify or use in any way any of Supplier's proprietary
<br />marking, including any trade mark, product or service names or copyright notice, without the
<br />prior written consent of the Supplier.
<br />12 PRIVACY
<br />Supplier agrees to implement its privacy policies in effect from time to time.
<br />13SERVICE LEVEL WARRANTY
<br />Supplier warrants during the Term of this Agreement that the Service will meet the Service Level
<br />Commitment stated in Schedule 1.
<br />14ADDITIONAL WARRANTIES
<br />Each party represents and warrants that it has the legal power and authority to enter into this
<br />Agreement.
<br />15INDEMNIFICATION
<br />15.1 Supplier will defend, indemnify, and hold Customer (and its officers, directors, employees and
<br />agents) harmless from and against all costs, liabilities, losses, and expenses (including
<br />reasonable legal fees) (collectively, "Losses") arising from any third -party claim, suit, action,
<br />or proceeding arising from the actual or alleged infringement of any copyright, patent,
<br />trademark, or misappropriation of a trade secret by the Service or Supplier Content (other
<br />than that due to Customer Data). In case of such a claim, Supplier may, in its discretion,
<br />procure a license that will protect Customer against such claim without cost to Customer or
<br />replace the Service with a non -infringing Service. THIS CLAUSE 15.1 STATES
<br />CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR CLAIMS
<br />ALLEGING INFRINGEMENT. This indemnity by Supplier shall not apply to the extent that the
<br />claim of infringement of Intellectual Property Rights arose as a result of i) any negligent act
<br />or omission or willful misconduct of the Customer pursuant to this Agreement; (ii) any misuse
<br />or modification of the Service by the Customer, including, but not limited to the Customer's
<br />use of the Service in a manner inconsistent with information, directions, specifications, or
<br />instructions provided and approved by Supplier; (III) the Customer's use of the Service in
<br />combination or conjunction with any product, service, device, or method not owned,
<br />developed, furnished, recommended, or approved by Supplier; (iv) the combination,
<br />operation or use of the Service with non -Supplier programs, data, methods or technology if
<br />such infringement would have been avoided without the combination, operation or use of the
<br />Service with other programs, data, methods or technology, or (v) Customer's breach of any
<br />of the provisions of section 7 of this Agreement.
<br />15.2Customer will defend, indemnify, and hold Supplier (and its officers, directors, employees and
<br />agents) harmless from any expense or cost arising from any third -party subpoena or
<br />compulsory legal order or process that seeks Customer Data and/or other Customer -related
<br />information or data, including, without limitation, prompt payment to Supplier of all costs
<br />(including legal' fees) incurred by Supplier as a result.
<br />
|