Partner Services. (a) Partner may deliver (i) certain portions of Subscription Services to eligible End Users as described in the relevant Program Guide, and/or (ii) such other categories of supplementary value-added services as may be mutually agreed by the parties (collectively, “Partner Service Deliverables”); provided that: (i) Partner has attained and continues to maintain the appropriate Services Certified track as governed by and defined in such Program Guide; and (ii) Partner agrees to indemnify and hold NetApp, its officers, agents and employees harmless from any liability, loss or damage they may suffer as a result of third party claims, demands, costs or judgments against them arising out of any Partner Service Deliverables. In claiming any indemnification hereunder, NetApp must promptly provide Partner with written notice of any claim which NetApp believes falls under the scope of this Section; provided that the failure to promptly notify Partner shall not affect NetApp’s right to seek indemnification if such delay did not materially prejudice the defense of such claim. NetApp may, at its own expense, assist, participate in, and support the defense if it so chooses (through legal counsel of its own choice), provided that (A) Partner shall control such defense (including selection of legal counsel) and all negotiations relative to the settlement of such indemnity claim, and (B) NetApp shall ensure that any counsel it independently retains cooperates with Partner’s retained counsel. In connection with any indemnity claim, Partner will not consent to any judgment, attachment of any lien, or any other act adverse to NetApp’s interests without its express written consent, which consent shall not be unreasonably withheld.
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