Indemnification

1. The Supplier agrees, at its own expense, promptly to defend, indemnify and hold the Client, its officers and employees harmless from and against any claims, demands, losses, damages, liabilities, expenses (including legal costs), judgments, actions or causes of action made or brought or incurred by the Client based on any third party claim that any Deliverable or Pre-existing Material used by the Client in accordance with these Terms and Conditions infringes or violates any Intellectual Property Rights of any third party except to the extent such claim:
   1. is covered by the indemnification obligations of the Client to the Supplier in Clause [1].3;
   2. arises from or relates to any modification to any Deliverable not performed or authorised by the Supplier; or
   3. arises from or relates to the Client's use of any Pre-existing Material other than in accordance with these Terms and Conditions.
2. If such a claim is made (other than in relation to images or third party quotes contained within the Deliverables), the Supplier shall:
   1. procure for the Client the right to continue to use the Deliverable or the Pre-existing Material in question, free of any liability for such infringement; or
   2. modify the Deliverable or the Pre-existing Material in question so that it becomes non-infringing whilst otherwise complying with these Terms and Conditions.
3. The Client agrees, at its own expense, promptly to defend, indemnify and hold the Supplier, its members, agents and employees harmless from and against any third party claims, alleged claims, demands, losses, damages, liabilities, expenses (including legal costs), judgments, actions or causes of action made or brought against or incurred by the Supplier in connection with or related to:
   1. any claim that the Client Material infringes upon any Intellectual Property Right or any other right of any third party or any claim that such materials are defamatory or otherwise not in compliance with applicable law; or
   2. the Client's products or services, except to the extent that such claim arises as a result of or in connection with any of the Deliverables incorporated into such products or services.
4. The party providing indemnification will only do so to the extent that:
   1. the indemnified party provides prompt written notice of any claims or actions for which it claims indemnification;
   2. the indemnified party provides the party providing indemnification with reasonable assistance and cooperation in the defence of such claim or action; and
   3. the party providing indemnification will have sole control over the defence and settlement of any such claim or action, provided that the indemnified party may participate in such defence at its own cost and that the indemnifying party may not settle any claim in a manner that imposes any obligation or liability on the indemnified party without the indemnified party's prior written consent.