Process for Indemnification. In order to receive indemnification hereunder, the party requesting indemnification (“Indemnified Party”) must provide the other party (“Indemnifying Party”) with: (a) prompt written notice (no later than ninety (90) days) after the Indemnified Party first becomes aware of such a Claim; (b) sole control and authority over the defense or settlement thereof (the Indemnified Party shall, at its sole expense, have the right to employ separate counsel to monitor the defense and settlement of the Claim thereof); and (c) proper and full information as is reasonable, and reasonable assistance to settle and/or defend any such Claim. For the avoidance of doubt, the Indemnifying Party shall have sole control and authority over the defence or settlement of any Claim.
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Sources: Professional Services, Professional Services