All intellectual property rights in the Software belong to Us or are lawfully licensed to Us (with rights to sub-licence) and You acknowledge that You have no ownership claims or rights whatsoever in the Software.
We undertake to defend You from and against any claim or action that the possession, use, development, modification or maintenance of the Software in accordance with the terms of this Agreement infringes the intellectual property rights of a third party (an "Infringement Claim") and we shall indemnify and hold You harmless from and against any losses, damages, reasonable costs (including all legal fees) and expenses incurred by or awarded against You as a result of or in connection with any such Infringement Claim. For the avoidance of doubt, the above indemnity shall not apply where the Infringement Claim in question is attributable to possession, use, development, modification or maintenance of the Software by You other than in accordance with the terms of this Agreement.
You agree that:
You shall as soon as reasonably practicable notify Us in writing of any Infringement Claim of which You have notice;
You shall not make any admission as to liability or compromise or agree to any settlement of any Infringement Claim without our prior written consent; and
We shall, on our written request and at our own expense, be entitled to have the conduct of or settle all negotiations and litigation arising from any Infringement Claim and You shall, at our request and reasonable expense, give Us all reasonable assistance in connection with those negotiations and such litigation.
If any Infringement Claim is made, or in our reasonable opinion is likely to be made, against You, We may at our sole option and absolute discretion:
Procure for You the right to continue using, developing, modifying or maintaining the Software (or any part thereof) in accordance with the terms of this Agreement; or
Modify the Software so that it ceases to be infringing; or
Replace the Software with non-infringing software.