32.7  Indemnity in Favour of the Authority

The Contractor shall indemnify the Authority and keep the Authority fully and effectively indemnified against any and all Losses, which the Authority may sustain or incur or which may be brought or established against the Authority or by any of its permitted sub-licensees and which in any case arise out of or in relation to or by reason of any claim or allegation that the use or reproduction, modification, merger and adaptation by the Authority or by any of its permitted sub-licensees of the Contractor Intellectual Property Rights, the third party Intellectual Property Rights and/or the [Housing IT Systems], in each case in accordance with the terms of the licences granted under clause 32.3 (Licences and Assignments from the Contractor to the Authority), infringes any Intellectual Property Rights of any third party, provided always that:

32.7.1  the Authority promptly notifies the Contractor of any claim or allegation of infringement of any third party's Intellectual Property Rights of which it becomes aware; and

32.7.2  the Contractor has sole control over the defence of any suit or claim and over all negotiations in relation thereto (and the Authority shall not make or attempt to make any settlement or admit any liability in relation to such suit or claim); and

32.7.3  the Authority, or its permitted licensees provide, at the Contractor's cost, all such documents, information and assistance, and do such acts or things, as the Contractor may reasonably require to assist the Contractor in relation to any such suit or claim.

For the avoidance of doubt, the limitations and exclusions on liability contained in clause 56 (Indemnities) shall not apply to the Contractor's liability under this clause.