Intermediate Form Indemnity Contract Clause

Indemnity

Each party (the 'Indemnifying Party') shall indemnify the other (the 'Indemnified Party') from and against any claim or demand, including reasonable legal fees, made by any third party due to or arising out of:

1. the Indemnifying Party's breach of any representation, warranty or undertaking in this Agreement;
2. the negligence or willful misconduct of the Indemnifying Party, its employees, agents or contractors in connection with this Agreement; and
3. any violation by the Indemnifying Party, its employees, agents or contractors of any Applicable Law in the course of performance under this Agreement;

provided, however, that:

1. the Indemnified Party gives the Indemnifying Party prompt notice of any such claim;
2. the Indemnified Party provides reasonable co-operation to the Indemnifying Party in the defence and settlement of such claim, at the Indemnifying Party's expense; and
3. the Indemnifying Party is given sole authority to defend or settle the claim, provided that no settlement shall be made without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld.

In no event shall the Indemnifying Party, its employees, agents and sub-contractors be liable to the Indemnified Party to the extent that the alleged infringement is based on:

1. a modification of the Services by anyone other than the Indemnifying Party; or
2. the Indemnified Party's use of the Services in a manner contrary to the instructions given to the Indemnified Party by the Indemnifying Party; or
3. the Indemnified Party's use of the Services after notice of the alleged or actual infringement from the Indemnifying Party or any appropriate authority.