Master Alliance Provisions Guide (MAPGuide)

Lambert Agreement D

  • Liability | Indemnity / indemnification

§7.3

Subject to Clause 7.7.1, each [Commercial] Party (the Indemnifying Party) will indemnify each of the other parties and their employees and students (together the Indemnified Parties), and keep them fully and effectively indemnified, against each and every claim made against any of the Indemnified Parties as a result of that Indemnifying Party’s use of any of the following: the Results and any materials, works or information received from an Indemnified Party pursuant to this Agreement, provided that the Indemnified Party must:

(i) promptly notify the Indemnifying Party of details of the claim;

(ii) not make any admission in relation to the claim;

(iii) take reasonable steps to mitigate its losses and expenses arising from the claim;

(iv) allow the Indemnifying Party to have the conduct of the defense and settlement of the claim; and

(v) give the Indemnifying Party all reasonable assistance (at the Indemnifying Party’s expense) in dealing with the claim.

The indemnity in this clause 7.3 will not apply to the extent that the claim arises as a result of the Indemnified Party’s negligence, its deliberate breach of this Agreement, its breach of confidentiality obligation or its knowing infringement any third party’s Intellectual Property Rights or its knowing breach of any third party’s rights of confidence.

§7.4: Indemnity

Subject to clause 7.7.3, each Party will indemnify the other Parties keep them fully and effectively indemnified on demand against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach by it of Schedule 6 (Data Protection).