(a) (Definitions): For the purposes of this clause 43.5:
(i) those indemnified are the State, each State Associate and any third party duly authorised or licensed by the State to exercise any Intellectual Property Rights assigned, granted or licensed to the State under this Deed and any Associate of the State, any State Associate or any such third party (each an Indemnified IP Person); and
(ii) unless otherwise expressly defined, expressions used in this clause 43.5 have the meanings given to them in the Intellectual Property Schedule.
(b) (Indemnity): Project Co indemnifies each Indemnified IP Person from and against:
(i) any Claim or Liability suffered or incurred by an Indemnified IP Person in connection with any alleged or actual infringement or violation of Intellectual Property Rights or Moral Rights:
A. by Project Co or a Project Co Associate in the course of, or incidental to, performing any obligations under the Project Documents other than to the extent such Intellectual Property Rights or Moral Rights (as applicable) comprise the State IP; and
B. by an Indemnified IP Person using, exercising or enjoying:
1) the Project Co Material, the Project Assets or the Returned Works as delivered by or on behalf of Project Co to the State or as amended or changed from time to time (but not to the extent that any Claim or Liability arises from any amendment or change made by the State or third parties engaged by the State which is not as directed or approved by Project Co during the Term) in connection with this Deed; or
2) its rights in respect of such Intellectual Property Rights or Moral Rights in the manner authorised by this Deed;
(ii) any Claim or Liability suffered or incurred by an Indemnified IP Person in connection with a breach of the warranties set out in the Intellectual Property Schedule; and
(iii) any Claim or Liability suffered or incurred by an Indemnified IP Person in connection with the Intellectual Property Rights necessary for the continuation of the Project Activities being unavailable as a result of or in connection with Project Co not fulfilling its obligations under section 2.12 of the Intellectual Property Schedule, to obtain the licenses referred to in section 2.12 of the Intellectual Property Schedule.
(c) (Moral Rights indemnity): Project Co indemnifies each Indemnified IP Person against all Claims which arise in connection with an infringement of Moral Rights resulting from the use, operation or modification of the Project Activities or the Project Assets.