Litigation & Additional Terms Clause Samples
The 'Litigation & Additional Terms' clause defines the rules and procedures that apply if a legal dispute arises between the parties, as well as any supplementary provisions not covered elsewhere in the agreement. This clause typically outlines the jurisdiction or venue for litigation, specifies any required steps before filing a lawsuit (such as mediation or arbitration), and may include additional terms that clarify or expand on the parties' rights and obligations. Its core practical function is to provide a clear framework for resolving disputes and to address miscellaneous issues, thereby reducing uncertainty and potential conflicts during the contract's execution.
Litigation & Additional Terms. The obligations of the indemnifying party pursuant to this Article 11 (Indemnification) include retention and payment of attorneys and payment of costs and expenses, as well as settlement at the indemnifying party’s expense. The indemnified party or Indemnified Associate(s) must provide the indemnifying party prompt notice of the Claim and agree to reasonably to cooperate and provide assistance (at indemnifying party’s sole expense) in the defense; provided that failure by the indemnified party to provide prompt notice will relieve the indemnifying party of its obligations only to the extent that the indemnifying party was actually and materially prejudiced by such failure. The indemnifying party will control the defense of any Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that the indemnified party and Indemnified Associates will have the right to reject any settlement or compromise that requires that it or they admit wrongdoing or liability or that subjects it or them to any ongoing affirmative obligations. Entrust Datacard, Customer, and/or their respective Indemnified Associates may participate in the defense of any Claim for which they are indemnified under this Article 11 (Indemnification) at their sole expense.
Litigation & Additional Terms. The obligations of the indemnifying party (“Indemnitor”) pursuant to Section 13.1 or 13.2 above: (a) include retention and payment of attorneys and payment of court costs, as well as settlement at Indemnitor’s expense and payment of judgments; and (b) will be excused to the extent that the other contracting party’s (“Indemnified Party’s”) or any of such Indemnified Party’s Associates’ failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (A party’s “Associates” are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
Litigation & Additional Terms. The obligations of Customer pursuant to Section 15.1 above: (a) include, without limitation, retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments; and (b) will be excused to the extent that Uniserve’s or Uniserve’s Representatives’ failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Customer will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Uniserve will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.
Litigation & Additional Terms. The obligations of the indemnifying party pursuant to this Section 9 (Indemnities) include retention and payment of attorneys and payment of costs and expenses, as well as settlement at the indemnifying party’s expense. The indemnified party must: (i) provide the indemnifying party prompt written notice of the IP Claim or Customer-Related Claim (in this Section (Litigation; Additional Terms), each a “Claim”), (ii) give the indemnifying party the exclusive right to control and direct the investigation and defense of such Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that the indemnified party will have the right to reject any settlement or compromise that requires that it or they admit wrongdoing or liability or that subjects it or them to any ongoing affirmative obligations ; (iii) not have compromised or settled the Claim; and (iv) agree to cooperate and provide reasonable assistance (at indemnifying party’s sole expense) in the defense; provided that failure by the indemnified party to provide prompt notice will relieve the indemnifying party of its obligations only to the extent that the indemnifying party was actually and materially prejudiced by such failure. The indemnified party may participate in the defense of any Claim for which they are indemnified under Section 9 (Indemnities) at their sole expense.
Litigation & Additional Terms. Provider’s obligations pursuant to Section 9.1 above will be excused to the extent that Customer’s or any of Customer’s Associates’ failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Provider will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Customer will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.
Litigation & Additional Terms. The obligations of the indemnifying party (“Indemnitor”) pursuant to Section 11.1 or 11.2 above: (a) include retention and payment of attorneys and payment of court costs, as well as settlement at Indemnitor’s expense and payment of judgments; and (b) will be excused to the extent that the other contracting party’s (“Indemnified Party’s”) or any of such Indemnified Party’s Associates’ failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (As used in this Article 11, a party’s “Associates” are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns. Distributor’s “Associates” also include Sub-Distributors and End-Customers, provided each such Sub-Distributor or End-Customer was rightfully licensed pursuant to this Agreement.)
Litigation & Additional Terms. The obligations of the indemnifying party (“Indemnitor”) pursuant to Section 10.1or 0 above will be excused to the extent that the indemnified parties (the “I ndemnified Parties”) or any Indemnified Party’s Associates fails to provide prompt written notice to the Indemnitor of the applicable claim or to reasonably cooperate with the Indemnitor if such failure or lack or cooperation materially prejudices the defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that the Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (A party’s “Associates” are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
Litigation & Additional Terms. The obligations of the indemnifying party pursuant to Section 9 (Indemnities) include retention and payment of attorneys and payment of costs and expenses, as well as settlement at the indemnifying party’s expense. The indemnified party must: (i) provide the indemnifying party prompt written notice of the IP Claim or Customer-Related Claim (in this Section (Litigation; Additional Terms), each a “Claim”), (ii) give the indemnifying party the exclusive right to control and direct the investigation and defense of such Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that the indemnified party will have the right to reject any settlement or compromise that requires that it or they admit wrongdoing or liability or that subjects it or them to any ongoing affirmative obligations;