9.1 M25 Group shall, subject to the remainder of this clause 9, defend Customer, and its officers, directors and employees, against any claim that the Products infringe any UK, EU or the United States patent effective as of the Effective Date only or any other Intellectual Property Rights, provided that: (a) M25 Group is given prompt notice of any such claim; (b) Customer provides reasonable co-operation to the M25 Group in the defence and settlement of such claim, at M25 Group reasonable expense; (c) M25 is given sole authority to defend or settle the claim; and (d) except with our prior written permission, Customer makes no admission and takes no action which would compromise M25 Group’s defence or settlement of the claim or any counterclaim.
You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of
(a) Unauthorised or illegal use of the Client Portal/”M25 Move Management Portal” by you or your Affiliates,
(b) Your or your Affiliates’ non-compliance with or breach of this Agreement,
(c) Your or your Affiliates’ use of Third-Party Products, or
(d) The unauthorised use of the Client Portal/”M25 Move Management Portal” by any other person using your User information.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expense) with all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
9.2 In the defence or settlement of any claim, M25 Group sole obligation (in addition to the payment of any judgment or settlement) shall be to procure the right for the customer to continue using the Products, replace or modify the Products so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on notice to Customer, without any additional liability or obligation to pay damages or other additional costs to Customer. Under no circumstances shall M25 Group indemnify Customer or be liable to or on behalf of Customer beyond what is stated in the preceding sentence.
9.3 Notwithstanding the foregoing, in no event, shall the M25 Group, or its employees, agents and subcontractors, be liable to or obligated to defend Customer under clause 9.1 to the extent that the alleged infringement is based on the terms of this Agreement or the reasonable instructions given to Customer by the M25 Group; or any combination of services, software or other materials with the Products, to the extent the infringement relates to such combination. To avoid doubt, M25 Group indemnification obligations in clause 9 of these Terms will not apply to third-party content and/or Third-Party Products accessed through the Products and/or Additional Services.
9.4 The foregoing constitutes Customer’s sole and exclusive rights and remedies, and M25 groups (including M25’s employees’, agents’ and subcontractors’) entire obligations and liability to Customer, for infringement or alleged infringement of any patent or other Intellectual Property Right.