15.1 Subject to subclause 2, CSL shall indemnify the Licensee against liability under any final judgment in proceedings brought by a third party against the Licensee which determine that the Licensee’s use of conveyIT Maestro software constitutes an infringement in New Zealand of any intellectual property rights.
15.2 For the purposes of this clause “Intellectual Property Rights” means copyright, trademark, design, patent, semi-conductor or circuit layout rights.
15.3 CSL shall not be required to indemnify the Licensee as provided in subclause 1 unless the Licensee:
(a) notifies CSL in writing as soon as practicable of any infringement, suspected infringement or alleged infringement;
(b) gives CSL the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings;
(c) provides CSL with reasonable assistance in conducting the defence of such a claim;
(d) permits CSL to modify, alter or substitute the infringing part of conveyIT Maestro at its own expense in order to avoid continuing infringement, or authorises CSL to procure for the Licensee the authority to continue the use and possession of the infringing conveyIT Maestro.
15.4 CSL shall not indemnify the Licensee to the extent that an infringement, suspected infringement or alleged infringement arises from:
(a) use of conveyIT Maestro in combination by any means and in any form with other goods not specifically approved by CSL;
(b) use of conveyIT Maestro in a manner or for a purpose not reasonably contemplated or not authorised by CSL; or
(c) any transaction entered into by the Licensee relating to conveyIT Maestro without CSL’s prior consent in writing.
15.5 In the event that proceedings are brought or threatened by a third party against the Licensee alleging that the Licensee’s use of conveyIT Maestro constitutes an infringement of Intellectual Property Rights, CSL may at its option and at its own expense conduct the defence of such proceedings. The Licensee shall provide all necessary co-operation, information and assistance to CSL in the conduct of the defence of such proceedings.
15.6 The Licensee shall indemnify CSL against any direct loss, costs, expenses, demands or liability, arising out of a claim by a third party alleging such infringement if:
(a) the ability of CSL to defend the claim has been prejudiced by the failure of the Licensee to comply with any requirements of subclause 3; or
(b) the claim arises from an event specified in subclause 4.