The University of British Columbia

23. Access Copyright shall indemnify and save the Licensee harmless from any costs, expenses and damages relating to any Claim against the Licensee whatsoever and howsoever arising from the exercise of rights under this Agreement, with the exception of any claim based on an alleged infringement of moral rights or by Access Copyright, provided that:

(a) the Institution shall have furnished to Access Copyright notice of any such Claim within 10 days of receipt of actual notice by the individual nominated by the Institution for the purpose of receiving notice pursuant to clause 38 of this Agreement or within 10 days from the date of service on the Institution of any document commencing legal proceedings in respect to any such Claim; and

(b) the Licensee shall not have been in breach of the terms of this Agreement with respect to the making or use of any Copies upon which such Claim is based.

Breach of the terms of this Agreement by a Licensee other than the Institution shall not deprive the Institution of the benefit of this indemnity.

Notwithstanding the foregoing:

(c) Access Copyright shall have no obligation to indemnify the Licensee or the Institution if a person authorized or represented by the Institution fails to advise the Institution or Access Copyright of a Claim within a reasonable period and thereby prejudices Access Copyright's ability to deal with such Claim effectively.

24. If Access Copyright is obliged to indemnify the Institution pursuant to clause 23 of this Agreement in respect of the making or use of any Copies by any Professor, Student or member of its administrative staff otherwise than in accordance with the terms of copying set out in one or more of Schedules C, D, E, or F to this Agreement, at the request of Access Copyright, the Institution shall cooperate with Access Copyright in pursuing any Claim for compensation in respect of the making or use of such Copies that Access Copyright or the Institution may have against the Professor or Student or member of its administrative staff. If Access Copyright requires the Institution to so co-operate, Access Copyright shall indemnify and save the Institution harmless from all costs and expenses whatsoever and howsoever arising that the Institution may incur relating to such cooperation.

25. Access Copyright shall assume the responsibility for the conduct of any legal proceedings arising from any Claim made against the Licensee immediately upon receipt of notice of any such claim pursuant to clause 23 of this Agreement. The Institution shall ensure that no admission or offer of payment or indemnity shall be made or given on its behalf or on behalf of Access Copyright and without Access Copyright's prior written consent, and, at the request of Access Copyright, shall use reasonable efforts to advise an alleged infringer not to make any admission or offer of payment or indemnity without Access Copyright's prior written consent, provided the Institution has a current address for such person. Should the Institution settle any Claim without such consent, the Institution shall be deemed to have waived the indemnity referred to in clause 24 of this Agreement in respect of such Claim. Should any other alleged infringer authorized or represented by the Institution settle any Claim without such consent, Access Copyright will have no obligation to indemnify such person. Access Copyright will notify the Licensee of the details of any Claim settled under the terms of this clause, within 30 days of settlement.

26. The Institution shall cooperate in the disposition of any Claim in such ways as Access Copyright may reasonably require. If Access Copyright requires the Institution to so cooperate, Access Copyright shall indemnify and save the Institution harmless from all costs and expenses whatsoever and howsoever arising that the Institution may incur relating to such cooperation.

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