By Daxko Sample Clauses

By Daxko. Daxko agrees to defend, indemnify, and hold harmless Customer and its directors, members, officers, employees, and agents, from and against any and all claims, allegations, charges, counterclaims, third- party claims, lawsuits, arbitrations, actions, appeals, losses, damages, punitive damages, exemplary damages, suits, fees, judgments, costs, and expenses, including reasonable attorneys’ fees (collectively, “Customer Claims”), directly arising from the gross negligence or intentional misconduct of Daxko during the course of providing the Services, provided that Customer (a) gives Daxko written notice of any such Customer Claim within fifteen (15) days of Customer’s receipt, (b) permits Daxko to have sole control and authority with respect to the defense or settlement of any such Customer Claim, and (c) provides Daxko all reasonable cooperation, information, and assistance in connection with the defense or settlement of any such Customer Claim. Following its receipt from Customer of notice of a Customer Claim, Daxko shall acknowledge the Customer Claim and accept defense on behalf of Customer within seven (7) days. Notice of Customer Claims shall be provided to the contact information of record last provided by Daxko to Customer by certified mail return receipt requested and electronic mail, and notice shall be deemed received as of the date sent.
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