4.1 Supplier represents and warrants to Dyson, on an ongoing basis, that: (a) there is no restriction which prevents or might prevent it from fully performing its obligations pursuant to this Agreement; (b) the Goods/Services will not include or give access to any Unacceptable Content; and (c) the provision by Supplier, and the receipt and use by Dyson (in accordance with the terms of the Agreement), of the Goods/Services will not infringe the Intellectual Property Rights, or violate any other rights, of any person.
4.2 Supplier will indemnify Dyson, its group companies and any of their respective shareholders, employees, directors and officers from and against any and all claims, actions, liabilities, losses, damages, penalties, fines, costs and expenses sustained or incurred by any of them arising out of or in connection with: (a) any use by Supplier of any Confidential Information or Dyson Materials other than in accordance with the terms of this Agreement; (b) any Infringement Claim; and (c) any breach of any representation or warranty.
4.3 In respect of any Infringement Claim: (a) upon becoming aware of such claim, Dyson will promptly notify Supplier; (b) each party will (at Supplier’s sole cost and expense) provide reasonable co-operation to the other party in the defense and settlement of such claim; and (c) Supplier will, upon its written request, be given sole authority to defend or settle such claim, provided that (i) Supplier keeps Dyson informed of the progress of its defense or settlement; (ii) Supplier does not compromise or settle such claim without unconditionally releasing Dyson of all liability in respect of such claim; and (iii) Supplier shall make no implicit or explicit admission of fault by Dyson unless explicitly approved by Dyson.
4.4 Nothing will limit either party’s liability for: (a) the indemnities provided at clause 4.2; (b) willful misconduct or gross negligence; (c) breaches of clause 7; (d) death or personal injury caused by that party’s negligence; (e) fraud (including fraudulent misrepresentation); or (f) any other liability that cannot be excluded or limited by law.
4.5 Subject to clause 4.4, neither party will be liable, whether in contract, tort (including negligence and breach of statutory duty) or otherwise, for any indirect or consequential loss.