51.  IPR INDEMNITY

51.1  The Contractor shall at all times, during and after the Term, on written demand indemnify the Authority and keep the Authority indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Authority arising from an IPR Claim.

51.2  The Authority agrees that:

51.2.1  it will notify the Contractor in writing of any IPR Claim;

51.2.2  it will allow the Contractor to conduct all negotiations and proceedings and will provide the Contractor with such reasonable assistance required by the Contractor, each at the Contractor's cost, regarding the IPR Claim; and

51.2.3  it will not, without first consulting with the Contractor, make an admission relating to the IPR Claim.

51.3  The Contractor shall consider and defend the IPR Claim diligently and in such a way as not to bring the reputation of the Authority into disrepute.

51.4  The Contractor shall not settle or compromise any IPR Claim without first consulting with the Authority.

51.5  If an IPR Claim is made, or the Contractor anticipates that an IPR Claim might be made, the Contractor may, at its own expense and sole option, either:

51.5.1  procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or

51.5.2  replace or modify the relevant item with non-infringing substitutes provided that:

51.5.2.1  the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item;

51.5.2.2  the replaced or modified item does not have an adverse effect on any other Services;

51.5.2.3  there is no additional cost to the Authority; and

51.5.2.4  the terms of the Agreement shall apply to the replaced or modified Services.

51.6  If the Contractor elects to modify or replace an item pursuant to Clause 51.5.2 or to procure a licence in accordance with Clause 51.5.1, but this has not avoided or resolved the IPR Claim, then the Authority may terminate this Agreement by written notice with immediate effect and, without prejudice to the indemnity set out in Clause 51.1, the Contractor shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring,  implementing and maintaining the substitute items.

51.7  The provisions of Clauses 51.1 to 51.6 (inclusive) shall not apply in respect of any IPR Claim caused by:

51.7.1  any use by or on behalf of the Authority of the Software, or the use of the Authority Software by or on behalf of the Contractor, in either case in combination with any item not supplied pursuant to this Agreement; or

51.7.2  the use by the Authority of the Software, or the use of the Authority Software by the Contractor, in either case in a manner not reasonably to be inferred from the Services Description or the provisions of this Agreement.