Common use of Indemnity Process Clause in Contracts

Indemnity Process. Neither party’s obligations under this Section 9 will apply if: (a) the indemnifying party’s legal department does not receive prompt, detailed written notice of the Infringement Claim/Claim from the party being indemnified, (b) the indemnifying party is not able to retain sole control of the defense of the Infringement Claim/Claim and all negotiations for its settlement or compromise, or (c) the indemnifying party does not receive all reasonable assistance from the party being indemnified. Neither party will bind the indemnified party to a monetary obligation in a settlement or compromise, or make an admission on behalf of the indemnified party, without obtaining that party’s prior consent. The indemnified party agrees to use all reasonable efforts to help the indemnifying party mitigate damages resulting from an Infringement Claim/Claim, including without limitation Customer promptly installing all On Premise Subscription Services updates BMC provides to mitigate any Infringement Claim.