Conditions for Indemnification. The parties’ indemnification obligations hereunder shall apply only if (a) the party to be indemnified (the “indemnitee” notifies the party obligated to indemnify them (the “indemnitor”) in writing of a claim promptly upon learning of or receiving the same; and (b) the indemnitee provides the indemnitor with reasonable assistance requested by the indemnitor, at the indemnitor’s expense, for the defense and settlement, if applicable, of any claim. The indemnitee's failure to perform any obligations or satisfy any conditions under this Section 9.5 shall not relieve the indemnitor of its obligations hereunder except to the extent that the indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
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Samples: Consultant Services Agreement, Master Services and Hosting Agreement, Master Services and Hosting Agreement
Conditions for Indemnification. The parties’ indemnification obligations hereunder shall apply only if (a) the party to be indemnified (the “indemnitee” notifies the party obligated to indemnify them (the “indemnitor”) in writing of a claim promptly upon learning of or receiving the same; and (b) the indemnitee provides the indemnitor with reasonable assistance requested by the indemnitor, at the indemnitor’s expense, for the defense and settlement, if applicable, of any claim. The indemnitee's failure to perform any obligations or satisfy any conditions under this Section 9.5 shall not relieve the indemnitor of its obligations hereunder except to the extent that the indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.failure.
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