UNITED NATIONS
NATIONS UNIES
REV.: APR 2012 GENERAL CONDITIONS OF CONTRACT FOR CONTRACTS FOR THE PROVISION OF GOODS PAGE 4
export license, the Contractor shall promptly consult with the United Nations to enable the United Nations to
take appropriate measures to resolve the matter.
5. INDEMNIFICATION:
5.1 The Contractor shall indemnify, defend, and hold and save harmless, the United Nations, and its officials,
agents and employees, from and against all suits, proceedings, claims, demands, losses and liability of any kind
or nature brought by any third party against the United Nations, including, but not limited to, all litigation costs
and expenses, attorney’s fees, settlement payments and damages, based on, arising from, or relating to:
5.1.1 allegations or claims that the possession of or use by the United Nations of any patented device, any
copyrighted material, or any other goods, property or services provided or licensed to the United
Nations under the terms of the Contract, in whole or in part, separately or in a combination
contemplated by the Contractor’s published specifications therefor, or otherwise specifically
approved by the Contractor, constitutes an infringement of any patent, copyright, trademark, or other
intellectual property right of any third party; or,
5.1.2 any acts or omissions of the Contractor, or of any subcontractor or anyone directly or indirectly
employed by them in the performance of the Contract, which give rise to legal liability to anyone not
a party to the Contract, including, without limitation, claims and liability in the nature of a claim for
workers’ compensation.
5.2 The indemnity set forth in Article 5.1.1, above, shall not apply to:
5.2.1 A claim of infringement resulting from the Contractor’s compliance with specific written instructions
by the United Nations directing a change in the specifications for the goods, property, materials,
equipment or supplies to be or used, or directing a manner of performance of the Contract or
requiring the use of specifications not normally used by the Contractor; or
5.2.2 A claim of infringement resulting from additions to or changes in any goods, property, materials
equipment, supplies or any components thereof furnished under the Contract if the United Nations or
another party acting under the direction of the United Nations made such changes.
5.3 In addition to the indemnity obligations set forth in this Article 5, the Contractor shall be obligated, at its sole
expense, to defend the United Nations and its officials, agents and employees, pursuant to this Article 5,
regardless of whether the suits, proceedings, claims and demands in question actually give rise to or otherwise
result in any loss or liability.
5.4 The United Nations shall advise the Contractor about any such suits, proceedings, claims, demands, losses or
liability within a reasonable period of time after having received actual notice thereof. The Contractor shall
have sole control of the defense of any such suit, proceeding, claim or demand and of all negotiations in
connection with the settlement or compromise thereof, except with respect to the assertion or defense of the
privileges and immunities of the United Nations or any matter relating thereto, for which only the United
Nations itself is authorized to assert and maintain. The United Nations shall have the right, at its own expense,
to be represented in any such suit, proceeding, claim or demand by independent counsel of its own choosing.
5.5 In the event the use by the United Nations of any goods, property or services provided or licensed to the United
Nations by the Contractor, in whole or in part, in any suit or proceeding, is for any reason enjoined, temporarily
or permanently, or is found to infringe any patent, copyright, trademark or other intellectual property right, or in
the event of a settlement, is enjoined, limited or otherwise interfered with, then the Contractor, at its sole cost
and expense, shall, promptly, either:
5.5.1 procure for the United Nations the unrestricted right to continue using such goods or services
provided to the United Nations;
5.5.2 replace or modify the goods or services provided to the United Nations, or part thereof, with the
equivalent or better goods or services, or part thereof, that is non-infringing; or,
5.5.3 refund to the United Nations the full price paid by the United Nations for the right to have or use
such goods, property or services, or part thereof.