Common use of Litigation & Additional Terms Clause in Contracts

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. 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 CustomerMSP-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 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.