Common use of Defence of Claims Clause in Contracts

Defence of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 (a) The Indemnified indemnifying Party, at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any claim, action, suit or proceeding within the ambit of Section 11.1, subject to the indemnified Party’s prior written approval; provided, however, it gives prompt notice to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party party, alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party for reasonable costs and expenses shall be indemnified/paid by of the Indemnifying Party. If the Indemnifying indemnified Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such the claim, actionsuit, suit action or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so prior to the Indemnified Party indemnifying Party’s acknowledgment of the indemnification and reimburses assumption of the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settleddefence. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified (d) Neither Party shall not be entitled to settle or compromise any such claim, action suit action, suit, or proceeding without the other Party’s prior written consent consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed)indemnified Party. 18.2.3 If (e) Following acknowledgment of the Indemnifying Party exercises its rights under Article 18.2.1 then indemnification and assumption of defence by the Indemnified indemnifying Party, the indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The unless(i) the employment of counsel by such party indemnified Party has been authorized in writing by the Indemnifying indemnifying Party; or 2. The Indemnified , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying , (iii) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; or 4. The Indemnified , or (iv) the indemnified Party shall have reasonably concluded and specifically notified the Indemnifying indemnifying Party either: i. That either that there may be specific defences available to it which that are different from or additional to those available to the Indemnifying Party; or ii. That indemnifying Party or that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 Provided . In the event that if clauses 2(ii), 3, (iii) or 4 (iv) of Clause 18.2.3 shall be the preceding sentence are applicable, then counsel for the Indemnified indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified indemnified Party and the reasonable cost fees of and disbursements of to such counsel shall constitute legal or other expenses hereunderhereunder chargeable to and payable by the indemnifying Party.

Defence of Claims. 18.2.1 The Indemnified (a) Upon acknowledging in writing its obligation to indemnify an indemnified Party to the extent required pursuant to this Article XXVI, the indemnifying Party shall be entitled, at its option (subject to Section 26.6(e)), to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior reasonable approval of the indemnified Party. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party to the extent required pursuant to this Article XXVI, and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 26.6(a), the indemnified Party or Parties shall have the right, but not the obligation, to contest, defend and litigate litigate, with counsel of their own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and their the reasonable costs and expenses thereof shall be indemnified/paid subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the Indemnifying Party. If indemnifying Party of the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect control of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such a claim, actionsuit, suit action or proceeding liabilitiespursuant to Section 26.6(a), payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified indemnifying Party and reimburses shall reimburse the Indemnified indemnified Party or Parties for the reasonable cost costs and expenses incurred by of the Indemnified indemnified Party unless or Parties in the Indemnifying Party provides such security defence of the claim, suit, action or proceeding prior to the Indemnified Party as shall be reasonably required by indemnifying Party’s acknowledgment of the Indemnified Party to secure, indemnification and assumption of the loss to be indemnified hereunder to the extent so compromised or settleddefence. 18.2.2 If (d) Neither the Indemnifying indemnifying Party has exercised its rights under Article 18.2.1, nor the Indemnified indemnified Party shall not be entitled to settle or compromise any such claim, action action, suit or proceeding without the prior written consent of the Indemnifying other; provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party (may, subject to Section 26.6(e), settle or compromise any claim without the approval of the indemnified Party. Except where such consent is unreasonably withheld, if a Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other Party, without the prior written consent of the other Party, the other Party shall not be unreasonable withheld excused from any obligation to indemnify the Party making such settlement or delayed)compromise in respect of such settlement or compromise. 18.2.3 If (e) Following the Indemnifying acknowledgment of the indemnification and the assumption of the defence by the indemnifying Party exercises its rights under Article 18.2.1 then pursuant to Section 26.6(a), the Indemnified indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The unless (i) the employment of counsel by such party indemnified Party has been authorized in writing by the Indemnifying indemnifying Party; or 2. The Indemnified (ii) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying (iii) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; or 4. The Indemnified or (iv) the indemnified Party shall have reasonably concluded and specifically notified the Indemnifying indemnifying Party either: i. That either that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That indemnifying Party or that such claim, action, suit or proceeding involves or could have a Material Adverse Change material, adverse effect upon it the indemnified Party beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2. If clause (ii), 3, (iii) or 4 (iv) of Clause 18.2.3 the preceding sentence shall be applicable, then counsel for the Indemnified indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 28.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and their reasonable costs and expenses thereof shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified Indemnified Party in respect of loss to the full extent provided by this Article 18ARTICLE 28, the Indemnifying Party shall be entitled, at its option, to assume and control the defence defense of such claim, action, suit or proceeding proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defense. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, secure the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 28.4.2 If the Indemnifying Party has exercised its rights under Article 18.2.128.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 28.4.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then 28.3, the Indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such the Indemnified Party, when and as incurred, unless: 1. The a) the employment of counsel by such party has been authorized authorised in writing by the Indemnifying Party; or 2. The b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The c) the Indemnifying Party shall not not, in fact fact, have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The d) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That a. that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That b. that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement;: 18.2.4 28.4.4 Provided that if Sub-clauses 2(b), 3, (c) or 4 (d) of Clause 18.2.3 this Article 28.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence defense of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party Party, and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 15.5.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through with counsel of its choice selection reasonably satisfactory to the indemnified Party, provided it gives prompt notice Notice of its intention to do so to the Indemnified indemnified Party and reimburses the Indemnified indemnified Party for the reasonable cost costs and expenses incurred by the Indemnified indemnified Party unless the Indemnifying Party provides such security prior to the Indemnified Party as shall be reasonably required assumption by the Indemnified indemnifying Party of such defence. 15.5.2 Unless and until the indemnifying Party acknowledges in writing its obligation to secureindemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Clause 15.6.1, the loss indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs thereof shall be subject to the extent so compromised or settledindemnification obligations of the indemnifying Party hereunder. 18.2.2 If 15.5.3 Upon assumption by the Indemnifying indemnifying Party has exercised its rights under Article 18.2.1of the control of the defence of a claim, suit, action or proceeding, the Indemnified indemnifying Party shall not be entitled to settle or compromise any reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action suit or proceeding without prior to the prior written consent indemnifying Party’s acknowledgement of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed)indemnification and assumption of the defence. 18.2.3 If 15.5.4 Following the Indemnifying Party exercises its rights under Article 18.2.1 then acknowledgement of the Indemnified indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such actionclaim, suit, action or proceeding, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The unless (i) the employment of counsel by such party indemnified Party has been authorized authorised in writing by the Indemnifying indemnifying Party; or 2. The Indemnified , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying , (iii) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; , or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless:such 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 12.1 Where, pursuant to the terms of this Agreement, a party (the "Indemnifying Party") indemnifies the other party (the "Indemnified Party") against any action, suit or proceeding being brought against the Indemnified Party, the following clauses 12.2 to 12.5 apply. 12.2 Within 10 Business Days of being notified or becoming aware of the institution of any action, suit or proceeding which may give rise to a claim under the relevant indemnity, the Indemnified Party must notify the Indemnifying Party of that fact and give to the Indemnifying Party (so far as it is able to do so) full details of such action, suit or proceeding. Sch. 1 12.3 The Indemnified Party shall have must not agree to arbitrate any claim or pay, settle or compromise such action, suit or proceeding without the rightconsent (not to be unreasonably withheld) of the Indemnifying Party within 20 Business Days of the giving of the notice referred to in clause 12.2 nor at any time thereafter provided within that 20 Business Days, but not the obligationIndemnifying Party has notified the Indemnified Party that it intends to defend the relevant action, suit or proceeding and has commenced such defence or has taken such steps as are reasonably open to contest, defend and litigate any claim, it to do so. 12.4 Any defence of an action, suit or proceeding by any third party alleged or asserted against such party the Indemnifying Party pursuant to clause 12.3 will be conducted (if necessary) in respect of, resulting from, related to or arising out the name of any matter for which it is entitled to be indemnified hereunder the Indemnified Party but in accordance with the reasonable directions and their reasonable costs and expenses shall be indemnified/paid by at the expense of the Indemnifying Party. If the The Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, defending an action, suit or proceeding liabilitieswill have regard to, payments and obligations at its expense and through counsel not unreasonably pursue a course of its choice provided it gives prompt notice action which would jeopardise, any ongoing business relationships, reputation or manpower requirements of its intention to do so to the Indemnified Party and reimburses the Party. 12.5 The Indemnified Party for will at the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent expense of the Indemnifying Party (which consent shall not expense will include executive time at usual hourly rates) render or cause to be unreasonable withheld or delayed). 18.2.3 If rendered to the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and reasonable assistance as incurred, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and may reasonably require in connection with such defence including, without limiting the Indemnified Party in the conduct generality of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of foregoing, taking such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded providing such witnesses and specifically notified documentary or other evidence as the Indemnifying Party either: i. That there may be specific defences available reasonably request to it which are different from avoid, dispute, resist, appeal, compromise or additional to those available to defend the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond and affording the scope of this Agreement; 18.2.4 Provided that if clauses 2Indemnifying Party and his lawyers and other representatives all reasonable access to all relevant books, 3records, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right files and documents and to direct the defence of such claim, action, suit or proceeding on behalf appropriate personnel of the Indemnified Party and for the reasonable cost and disbursements purposes of such counsel shall constitute legal or other expenses hereunderdefence.

Defence of Claims. 18.2.1 (a) The Indemnified indemnifying Party, at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any claim, action, suit or proceeding at its expense, within the ambit of Section 11.1, subject to the indemnified Party’s prior written approval; provided, however, it gives prompt notice to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party party, alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party for reasonable costs and expenses shall be indemnified/paid by of the Indemnifying Party. If indemnified Party in the Indemnifying Party acknowledges in writing its obligation to indemnify defence of the person indemnified in respect of loss claim, suit, action or proceeding prior to the full extent provided by this Article 18, indemnifying Party’s acknowledgment of the Indemnifying indemnification and assumption of the defence. (d) Neither Party shall be entitled, at its option, entitled to assume and control the defence of settle or compromise any such claim, action, suit or proceeding liabilitieswithout the other Party’s prior written consent; provided, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention however, that after agreeing in writing to do so to indemnify the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified indemnified Party as shall be reasonably required by the Indemnified Party to secureper Section 11.4(a) and Section 11.4(b), the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to may settle or compromise any claim, action suit or proceeding claim without the prior written consent approval of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed)indemnified Party. 18.2.3 If (e) Following acknowledgment of the Indemnifying Party exercises its rights under Article 18.2.1 then indemnification and assumption of defence by the Indemnified indemnifying Party, the indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The unless (i) the employment of counsel by such party indemnified Party has been authorized in writing by the Indemnifying indemnifying Party; or 2. The Indemnified , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying , (iii) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; or 4. The Indemnified , or (iv) the indemnified Party shall have reasonably concluded and specifically notified the Indemnifying indemnifying Party either: i. That either that there may be specific defences available to it which that are different from or additional to those available to the Indemnifying Party; or ii. That indemnifying Party or that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 Provided . In the event that if clauses 2(ii), 3, (iii) or 4 (iv) of Clause 18.2.3 shall be the preceding sentence are applicable, then counsel for the Indemnified indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified indemnified Party and the reasonable cost fees of and disbursements of to such counsel shall constitute legal or other expenses hereunderhereunder chargeable to and payable by the indemnifying Party.

Defence of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, a) Each party (indemnifying party) will defend and litigate settle, and indemnify and hold harmless the other party from and against any claim, action, suit liability for legal costs or proceeding damages awarded under any final judgment or amounts payable by any third the other party alleged or asserted against such party under a settlement agreement made in respect of, resulting fromany action, related to claim or arising out proceeding brought by a third party against the other party alleging that the other party's use of the indemnifying party's Material infringes the rights (including Intellectual Property Rights) of any matter person (an IP Claim), provided that the other party: i. notifies the indemnifying party in writing immediately of any such IP Claim; ii. gives the indemnifying party sole control of the defence of the proceedings; iii. cooperates and provides reasonable assistance to the indemnifying party to defend or settle the IP Claim; and iv. does not settle the IP Claim or consent to any judgment being entered without the indemnifying party's prior written consent. b) The indemnifying party's obligation under clause 6.9(a) is reduced to the extent that: i. the other party's failure to comply with clauses 6.9(a)(i) to 6.9(a)(iv) prejudices the indemnifying party's defence of the IP Claim; ii. the IP Claim is based on use of the indemnifying party's Material in a manner or for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid a purpose not authorised by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified indemnifying party. a) In performing this agreement, each party must comply with all Privacy Laws in respect of loss all Personal Information collected, used, disclosed and otherwise handled by them under or in connection with this agreement. b) The Client warrants to e3Learning that the full extent provided by this Article 18Client has (and will maintain during the Term) a privacy policy that complies with the Privacy Laws and permits: i. the Client to disclose Personal Information to e3Learning; and ii. e3Learning to use Personal Information, c) Subject to clause 7(b), the Indemnifying Party shall be entitled, at its option, e3Learning must handle all Personal Information that is disclosed to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred e3Learning by the Indemnified Party unless Client under this agreement consistent with the Indemnifying Party provides such security to the Indemnified Party Compliant Privacy Policy (as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The employment of counsel by such party has been authorized notified in writing by the Indemnifying Party; orClient to e3Learning from time to time) and all applicable Privacy Laws. 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party eitherd) Without limiting paragraph (c) above, e3Learning must: i. That there may be specific defences available only use Personal Information disclosed to it which are different from or additional to those available e3Learning by the Client under this agreement to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond extent necessary to provide the scope of Services in accordance with this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 The Indemnified Each Party indemnified herein shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party person in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their the reasonable costs cost and expenses thereof shall be indemnified/paid by subject to the Indemnifying Partyindemnification obligation of the Party indemnified hereunder. If Provided that if the Indemnifying Party indemnifying acknowledges in writing its obligation to indemnify the person Party indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party indemnifying shall be entitled, at as its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided if it gives prompt notice of its intention to do so to the Indemnified Party indemnified and reimburses the Indemnified Party indemnified for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security indemnified prior to the Indemnified Party as shall be reasonably required assumption by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settledindemnifying of such defense. 18.2.2 If the Indemnifying 14.7 The Party has exercised indemnified which exercises its rights under Article 18.2.1, the Indemnified Party Clause 14.6 shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party indemnifying (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 If the Indemnifying 14.8 Any Party indemnified which exercises its rights under Article 18.2.1 then the Indemnified Party Clause 14.6 shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified PartyParty indemnified, when and as incurred, unless: 1. The : the employment of counsel by such party Party indemnified has been authorized authorised in writing by the Indemnifying PartyParty indemnifying; or 2. The Indemnified the Party indemnified shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party indemnifying and the Indemnified Party indemnified in the conduct of the defence defense of such action; or 3. The Indemnifying the Party indemnifying shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party indemnified to assume the defence of such action and shall have been so notified by the Indemnified PartyParty indemnified; or 4. The Indemnified or the Party indemnified shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That indemnifying either that there may be maybe specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That Party indemnifying or that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 . Provided that if clauses 2paragraphs (a), 3, (b) or 4 of Clause 18.2.3 (d) shall be applicable, counsel for the Indemnified Party indemnified shall have the right to direct the defence defense of such claim, action, suit or proceeding on behalf of the Indemnified Party indemnified and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.. CLAUSE 15: CONFIDENTIALITY

Defence of Claims. 18.2.1 15.5.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through with counsel of its choice selection, provided it gives prompt notice of its intention to do so to the Indemnified indemnified Party and reimburses the Indemnified indemnified Party for the reasonable cost costs and expenses incurred by the Indemnified indemnified Party unless the Indemnifying Party provides such security prior to the Indemnified Party as shall be reasonably required assumption by the Indemnified indemnifying Party of such defence. 15.5.2 Unless and until the indemnifying Party acknowledges in writing its obligation to secureindemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this Article 15, the loss indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs thereof shall be subject to the extent so compromised or settledindemnification obligations of the indemnifying Party hereunder. 18.2.2 If 15.5.3 Upon assumption by the Indemnifying indemnifying Party has exercised its rights under Article 18.2.1of the control of the defence of a claim, suit, action or proceeding, the Indemnified indemnifying Party shall not be entitled to settle or compromise any reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action suit or proceeding without prior to the prior written consent indemnifying Party’s acknowledgment of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed)indemnification and assumption of the defence. 18.2.3 If 15.5.4 Following the Indemnifying Party exercises its rights under Article 18.2.1 then acknowledgment of the Indemnified indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The unless (i) the employment of counsel by such party indemnified Party and payment of such counsel by the indemnifying Party has been authorized in writing by the Indemnifying indemnifying Party; or 2. The Indemnified , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.of

Defence of Claims. 18.2.1 The Indemnified 22.6.1 Upon acknowledging in writing its obligation to indemnify an indemnified Party to the extent required pursuant to this Section 22, the indemnifying Party shall be entitled, at its option (subject to Section 22.6.4), to assume and control the defence of such claim, action, suit or proceeding at its expense with legal counsel of its selection, subject to the prior reasonable approval of the indemnified Party. 22.6.2 Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party to the extent required pursuant to this Section 22, and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 22.6.4, the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate litigate, with legal counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and their the reasonable costs and expenses thereof shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss subject to the full extent provided by this Article 18, indemnification obligations of the Indemnifying indemnifying Party hereunder. 22.6.3 Neither the indemnifying Party nor the indemnified Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any such claim, action action, suit or proceeding without the prior written consent of the Indemnifying other, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party (may, subject to Section 22.6.4, settle or compromise any claim without the approval of the indemnified Party. Except where such consent is unreasonably withheld, if a Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other Party, without the prior written consent of the other Party, the other Party shall not be unreasonable withheld excused from any obligation to indemnify the Party making such settlement or delayed)compromise in respect of such settlement or compromise. 18.2.3 If 22.6.4 Following the Indemnifying acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party exercises its rights under Article 18.2.1 then pursuant to Section 22.6.1, the Indemnified indemnified Party shall nevertheless have the right to employ its own counsel and such legal counsel can may participate in such action, but the cost fees and expenses of such legal counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The (A) the employment of legal counsel by such party indemnified Party has been authorized authorised in writing by the Indemnifying Party; orindemnifying Party;‌ 2. The Indemnified (B) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or; 3. The Indemnifying (C) the indemnifying Party shall not in fact have employed independent legal counsel reasonable reasonably satisfactory to the Indemnified indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; or 4. The Indemnified (D) the indemnified Party shall have reasonably concluded and specifically notified the Indemnifying indemnifying Party either: i. That that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That indemnifying Party or that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it the indemnified Party beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2. If any of Section 22.6.4 (B), 3, or 4 of Clause 18.2.3 shall be (C)or (D) are applicable, then legal counsel for the Indemnified indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified indemnified Party and the reasonable cost fees and disbursements of such legal counsel shall constitute reimbursable legal or other expenses hereunder.

Defence of Claims. 18.2.1 22.5.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18Article, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 22.5.2 If the Indemnifying Party has exercised its rights under Article 18.2.1Clause 22.4, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 22.5.3 If the Indemnifying Party exercises its rights under Article 18.2.1 Clause 22.4 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The (i) the employment of counsel by such party has been authorized authorised in writing by the Indemnifying Party; Party; or 2. The (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; action; or 3. The (iii) the Indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; Party; or 4. The (iv) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That (a) that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; Party; or ii. That (b) that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 Provided Agreement; provided that if clauses 2(ii), 3, (iii) or 4 of Clause 18.2.3 (iv) shall be applicable, counsel for the Indemnified Party of this Clause 21.5.3 shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 (a) The Indemnified indemnifying Party shall be entitled, at its option and expense and with counsel of its selection, to assume and control the defence of such claim, action, suit or proceeding, subject to the prior approval of the indemnified Party; provided, it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party in connection with the defence of such claim, action, suit or proceeding prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding under Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and their the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding, the indemnifying Party shall reimburse the indemnified Party for the reasonable costs and expenses shall be indemnified/paid by of the Indemnifying Party. If the Indemnifying indemnified Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such the claim, actionsuit, suit action or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so prior to the Indemnified Party indemnifying Party’s acknowledgment of the indemnification and reimburses assumption of the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settleddefence. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified (d) Neither Party shall not be entitled to settle or compromise any such claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified other Party, when and as incurred, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18Clause 35, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses expenses, if any, incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, secure the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 . If the Indemnifying Party has exercised its rights under Article 18.2.1Clause 35.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 . If the Indemnifying Party exercises its rights under Article 18.2.1 then Clause 35.3, the Indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such the Indemnified Party, when and as incurred, unless: 1. (a) The employment of counsel by such party has been authorized authorised in writing by the Indemnifying Party; or 2. (b) The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. (c) The Indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. (d) The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That (i) that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or (ii. That ) that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 . Provided that if Sub-clauses 2(b), 3, (c) or 4 (d) of this Clause 18.2.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party Party, and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunderexpenses.

Defence of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, a) Each party (indemnifying party) will defend and litigate settle, and indemnify and hold harmless the other party from and against any claim, action, suit liability for legal costs or proceeding damages awarded under any final judgment or amounts payable by any third the other party alleged or asserted against such party under a settlement Agreement made in respect of, resulting fromany action, related to claim or arising out proceeding brought by a third party against the other party alleging that the other party's use of the indemnifying party's Material infringes Intellectual Property Rights of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayedan IP Claim). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right b) Where a party is subject to employ its own counsel and such counsel can participate in such actionan IP Claim, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unlessit must: 1. The employment of counsel by such i. notify the indemnifying party has been authorized in writing by immediately of any such IP Claim; ii. give the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct indemnifying party sole control of the defence of such action; orthe proceedings; 3iii. The Indemnifying Party shall not in fact have employed independent counsel cooperates and provides reasonable satisfactory assistance to the Indemnified Party indemnifying party to assume defend or settle the defence IP Claim; iv. not settle the IP Claim or consent to any judgment being entered without the indemnifying party's prior written consent; and v. takes all reasonable steps to mitigate any liabilities which are the subject of such action and shall have been so notified by the Indemnified Party; orindemnity in Clause 6.10 a). 4. c) The Indemnified Party shall have reasonably concluded and specifically notified indemnifying party's obligation under Clause 6.10 a) is reduced to the Indemnifying Party eitherextent that: i. That there the other party's failure to comply with Xxxxxxx 6.10 b) prejudices the indemnifying party's defence of the IP Claim; ii. the IP Claim is based on use of the indemnifying party's Material in a manner or for a purpose not authorised by the indemnifying party. d) If any IP Claim is made, or in Kineo's reasonable opinion is likely to be made, against the Customer, Kineo may be specific defences available at its option and expense: i. obtain for the Customer the right to it which are different from or additional to those available to continue using the Indemnifying Partyrelevant Kineo Material in the manner permitted under this Agreement; or ii. That modify or replace the infringing part of the Kineo Material so as to avoid the infringement or alleged infringement, but in such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond way that does not materially adversely affect the scope functionality of the Kineo Material; or iii. terminate the Agreement and refund Charges paid in advance by the Customer in respect of any period following such termination. e) The provisions of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 Clause 6.10 state the entire liability of Clause 18.2.3 the indemnifying party to the other party in connection with an IP Claim and shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party other party’s sole and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunderexclusive remedy in that regard.

Defence of Claims. 18.2.1 11.3.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and their reasonable costs and expenses thereof shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified Indemnified Party in respect of loss to the full extent provided by this Article 1811 (Indemnities), the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, secure the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 11.3.2 If the Indemnifying Party has exercised its rights under Article 18.2.1section 11.2 (Notice and Contest of Claims), the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 11.3.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then section 11.2 (Notice and Contest of Claims), the Indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such the Indemnified Party, when and as incurred, unless: 1. The (a) the employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The (b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The (c) the Indemnifying Party shall not not, in fact fact, have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The (d) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That (i) that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or (ii. That ) that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 . Provided that if clauses 2Sections 11.3.3, 3(b), (c) or 4 of Clause 18.2.3 (d) shall be applicable, then the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party Party, and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 (a) The Indemnified indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selection, to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party and reimburses t he indemnified P arty f or the reasonable co sts an d expenses incurred b y t he indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this Clause, the indemnified Party shall have the right, but not the t he obligation, to contest, defend and litigate litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party t xxxx pa rty alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their hereunder, an d t he reasonable costs an d ex pense t hereof shall b e s ubject t o the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aim, suit, action or pr oceeding, the indemnifying Party shall reimburse the indemnified Party f or the reasonable costs and expenses shall be indemnified/paid by of the Indemnifying Party. If indemnified Party in the Indemnifying Party acknowledges in writing its obligation to indemnify defence of the person indemnified in respect of loss claim, suit, action or proceeding prior to the full extent provided by this Article 18, indemnifying Party’s acknowledgement of the Indemnifying indemnification and assumption of the defence. (d) Neither Party shall be entitled, at its option, to assume and control the defence of such claimen titled t o s ettle or co mpromise an y su ch c laim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or o r proceeding without the prior written consent of the Indemnifying other Party, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party (which consent shall not be unreasonable withheld may settle or delayed)compromise any claim without the approval of the indemnified Party. 18.2.3 If (e) Following the Indemnifying Party exercises its rights under Article 18.2.1 then acknowledgement of the Indemnified indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense b e a t t he e xpense of such Indemnified Partys uch indemnified P arty, when and as a nd a s incurred, unless: 1. The u nless ( i) the employment of counsel by such party has been authorized indemnified P arty ha s b een a uthorised in writing by b y t he indemnifying Party, (ii) the Indemnifying Party; or 2. The Indemnified indemnified Party shall have reasonably concluded that there may be a conflict of interest between be tween the Indemnifying indemnifying Party and a nd the Indemnified indemnified Party in the conduct o f t he d efence of s uch action, ( iii) the defence of such action; or 3. The Indemnifying i ndemnifying Party shall s hall not in fact i n f act have employed independent counsel reasonable reasonably satisfactory to the Indemnified indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; or 4. The Indemnified , or (iv) the indemnified Party shall have reasonably concluded and specifically notified the Indemnifying indemnifying Party either: i. That either that there may be specific defences available to it which are different from or additional to those t hose available to the Indemnifying Party; or ii. That such claimt o t he indemnifying Party or t hat s uch c laim, action, suit s uit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2Contract. If (ii), 3, (iii) or 4 (iv) of Clause 18.2.3 the preceding sentence shall be applicable, then counsel for the Indemnified Party shall have indemnified P xxxx x xxxx ha ve t he right t o di rect the right to direct the defence de fence of such claim, actiona ction, suit s uit or proceeding on behalf of the Indemnified indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, a) Each party (indemnifying party) will defend and litigate settle, and indemnify and hold harmless the other party from and against any claim, action, suit liability for legal costs or proceeding damages awarded under any final judgment or amounts payable by any third the other party alleged or asserted against such party under a settlement agreement made in respect of, resulting fromany action, related to claim or arising out proceeding brought by a third party against the other party alleging that the other party's use of the indemnifying party's Material infringes Intellectual Property Rights of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayedan IP Claim). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right b) Where a party is subject to employ its own counsel and such counsel can participate in such actionan IP Claim, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unlessit must: 1. The employment of counsel by such i. notify the indemnifying party has been authorized in writing by immediately of any such IP Claim; ii. give the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct indemnifying party sole control of the defence of such action; orthe proceedings; 3iii. The Indemnifying Party shall not in fact have employed independent counsel cooperate with and provide reasonable satisfactory assistance to the Indemnified Party indemnifying party to assume defend or settle the defence IP Claim; iv. not settle the IP Claim or consent to any judgment being entered without the indemnifying party's prior written consent; and v. takes all reasonable steps to mitigate any liabilities which are the subject of such action and shall have been so notified by the Indemnified Party; orindemnity in Clause 6.7(a). 4. c) The Indemnified Party shall have reasonably concluded and specifically notified indemnifying party's obligation under Clause 6.7(a) is reduced to the Indemnifying Party eitherextent that: i. That there the other party's failure to comply with Clauses 6.7(b) prejudices the indemnifying party's defence of the IP Claim; ii. the IP Claim is based on use of the indemnifying party's Material in a manner or for a purpose not authorised by the indemnifying party. d) If any IP Claim is made, or in Xxxxx's reasonable opinion is likely to be made, against the Customer, Kineo may be specific defences available at its option and expense: i. obtain for the Customer the right to it which are different from or additional to those available to continue using the Indemnifying Partyrelevant Kineo Material in the manner permitted under this Agreement; or ii. That modify or replace the infringing part of the Kineo Material so as to avoid the infringement or alleged infringement, but in such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond way that does not materially adversely affect the scope functionality of the Kineo Material; or iii. terminate the Agreement and refund Charges paid in advance by the Customer in respect of any period following such termination. e) The provisions of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 Clause 6.7 state the entire liability of Clause 18.2.3 the indemnifying party to the other party in connection with an IP Claim and shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party other party’s sole and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunderexclusive remedy in that regard.

Defence of Claims. 18.2.1 (a) The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through with counsel of its choice selection and the indemnified Party shall provide it with a power of attorney if required for this purpose, provided it gives prompt notice Notice of its intention to do so to the Indemnified indemnified Party and reimburses the Indemnified indemnified Party for the reasonable cost costs and expenses incurred by the Indemnified indemnified Party unless the Indemnifying Party provides such security prior to the Indemnified Party as shall be reasonably required assumption by the Indemnified indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to secureindemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Article 16.6(a), the loss indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs thereof shall be subject to the extent so compromised or settledindemnification obligations of the indemnifying Party hereunder. 18.2.2 If (c) Upon assumption by the Indemnifying indemnifying Party has exercised its rights under Article 18.2.1of the control of the defence of a claim, suit, action or proceeding, the Indemnified indemnifying Party shall not be entitled to settle or compromise any reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action suit or proceeding without prior to the prior written consent indemnifying Party's acknowledgement of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed)indemnification and assumption of the defence. 18.2.3 If (d) Following the Indemnifying Party exercises its rights under Article 18.2.1 then acknowledgement of the Indemnified Party indemnification and the assumption of the defence by the indemnifying Party, the indemnified party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such actionclaim, suit, action or proceeding, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The unless (i) the employment of counsel by such party indemnified Party has been authorized authorised in writing by the Indemnifying indemnifying Party; or 2. The Indemnified , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.,

Defence of Claims. 18.2.1 1.62.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18Article, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 1.62.2 If the Indemnifying Party has exercised its rights under Article 18.2.1Clause 1.61.5 above, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 1.62.3 If the Indemnifying Party exercises its rights under Article 18.2.1 Clause 1.61.5 above, then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless:unless -- 1. The a) the employment of counsel by such party has been authorized authorised in writing by the Indemnifying Party; or 2. The b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The c) the Indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The d) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either:either -- i. That (i) that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or (ii. That ) that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 , Provided that if sub-clauses 2(b), 3, (c) or 4 (d) of Clause 18.2.3 1.62.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 (a) The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through with counsel of its choice selection and the indemnified Party shall provide it with a power of attorney if required for this purpose, provided it gives prompt notice Notice of its intention to do so to the Indemnified indemnified Party and reimburses the Indemnified indemnified Party for the reasonable cost costs and expenses incurred by the Indemnified indemnified Party unless the Indemnifying Party provides such security prior to the Indemnified Party as shall be reasonably required assumption by the Indemnified indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to secureindemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Article 16.6(a), the loss indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs thereof shall be subject to the extent so compromised or settledindemnification obligations of the indemnifying Party hereunder. 18.2.2 If (c) Upon assumption by the Indemnifying indemnifying Party has exercised its rights under Article 18.2.1of the control of the defence of a claim, suit, action or proceeding, the Indemnified indemnifying Party shall not be entitled to settle or compromise any reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action suit or proceeding without prior to the prior written consent indemnifying Party's acknowledgement of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed)indemnification and assumption of the defence. 18.2.3 If (d) Following the Indemnifying Party exercises its rights under Article 18.2.1 then acknowledgement of the Indemnified Party indemnification and the assumption of the defence by the indemnifying Party, the indemnified party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such actionclaim, suit, action or proceeding, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The (i) the employment of counsel by such party indemnified Party has been authorized authorised in writing by the Indemnifying indemnifying Party; or 2. The Indemnified , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying , (iii) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party indemnified party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; or 4. The Indemnified , or (iv) the indemnified Party shall have reasonably concluded and specifically notified the Indemnifying indemnifying Party either: i. That either that there may be specific defences available to it which that are different from or additional to those available to the Indemnifying Party; or ii. That indemnifying Party or that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 Provided that if . If clauses 2(ii), 3, (iii) or 4 (iv) of Clause 18.2.3 the preceding sentence shall be applicable, then counsel for the Indemnified indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder, subject to the indemnification obligations of the indemnifying Party hereunder.

Defence of Claims. 18.2.1 (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The Indemnified indemnified Party shall have the right, but not the obligation, to contest, defend defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, from related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and their the reasonable costs and expenses thereof shall be indemnified/paid by subject to the Indemnifying Party. If indemnification obligations of the Indemnifying indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligation obligations to indemnify the person indemnified Party in respect of loss to the full extent provided by this Article 18Section 6.2, the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided if it gives prompt notice of its intention to do so to the Indemnified indemnified Party and reimburses the Indemnified indemnified Party for the reasonable cost costs and expenses incurred by the Indemnified indemnified Party unless the Indemnifying Party provides such security prior to the Indemnified Party as shall be reasonably required assumption by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settledindemnifying party of such defence. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified (c) No Party shall not be entitled to settle or compromise any such claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (other Party, which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 If ; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party exercises its rights under Article 18.2.1 then may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, incurred unless: 1. The (i) the employment of counsel by such party indemnified Party has been authorized authorised in writing by the Indemnifying indemnifying Party; or; 2. The Indemnified (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or; 3. The Indemnifying (iii) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; or 4. The Indemnified (iv) the indemnified Party shall have reasonably concluded and specifically notified the Indemnifying indemnifying Party either: i. That either that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That indemnifying Party or that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement;Agreement.‌ 18.2.4 Provided that if clauses 2(e) If paragraph (ii), 3, (iii) or 4 (iv) of Clause 18.2.3 subparagraph (d) above shall be applicable, then counsel for the Indemnified indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 The Indemnified Party shall have the rightcovenants and agrees that, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out upon becoming aware of any matter facts or circumstances which may give rise to any potential liability for which it is entitled to the Corporation may be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation required to indemnify the person indemnified in respect of loss Indemnified Party pursuant to the full extent provided by provisions of this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1Agreement (a “Claim”), the Indemnified Party shall not be entitled immediately deliver written notice to settle or compromise any claim, action suit or proceeding without the prior written consent President of the Indemnifying Party (which consent shall not be unreasonable withheld Corporation setting out in reasonable detail the nature of the facts relating to such Claim. If any Claim is made or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then brought against the Indemnified Party in connection with any of the matters against which the Indemnified Party would be indemnified pursuant to this Agreement, upon receipt of the notice of the Claim, subject to the provisions of the Act and to the board of directors of the Corporation determining that the Indemnified Party has satisfied the conditions specified in Sections 1(a)(i) and (ii), the Corporation shall, at its expense and in a timely manner, contest and defend against any such Claim and take all such steps as may be necessary or proper to prevent the resolution thereof in a manner adverse to the Indemnified Party. The Indemnified Party shall nevertheless have fully cooperate with the right Corporation in taking all such steps, and hereby consents to employ its own counsel and such counsel can participate in such action, but the cost and expenses taking of such counsel steps by or on behalf of the Corporation and the Indemnified Party. If the Corporation does not in a timely manner undertake the contestation or defence of the Claim, the Indemnified Party may do so and, subject to the provisions of the Act and to the board of directors of the Corporation determining that the Indemnified Party has satisfied the conditions specified in Sections 1(a)(i) and (ii), such contestation or defence shall be at the expense and risk of such Indemnified Party, when and as incurred, unless: 1the Corporation. The employment If the outcome of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded any litigation or proceeding establishes that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in was not entitled to have the conduct Claim contested or defended at the risk and expense of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claimCorporation, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have be liable to repay to the right Corporation all amounts paid by the Corporation in connection with such contestation or defence pursuant to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunderthis Section 5.

Defence of Claims. 18.2.1 17.5.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel with legal advisers of its choice selection reasonably satisfactory to the Indemnified Party, provided it gives prompt notice Notice of its intention to do so to the Indemnified Party. 17.5.2 Unless and until the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party and reimburses assumes control of the defence of a claim, suit, action or proceeding in accordance with Clause 17.6, the Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with legal advisers of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against the Indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs thereof shall be subject to the indemnification obligations of the indemnifying party hereunder. 17.5.3 Upon assumption by the Indemnifying Party of the control of the defence of a claim, suit, action or proceeding, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable cost costs and expenses incurred by of the Indemnified Party unless in the defence of the claim, suit, action or proceeding prior to the Indemnifying Party provides such security to Party’s acknowledgement of the Indemnified Party as shall be reasonably required indemnification and assumption of the defence. 17.5.4 Following the acknowledgement of the indemnification and the assumption of the defence by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1Party, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel legal advisers and such counsel can legal advisers may participate in such actionclaim, suit, action or proceeding, but the cost fees and expenses of such counsel legal advisers shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The unless (i) the employment of counsel legal advisers by such party Indemnified Party has been authorized in writing by the Indemnifying Party; or 2. The , (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The , (iii) the Indemnifying Party shall not in fact have employed independent counsel reasonable legal advisers reasonably satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The , or (iv) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That either that there may be specific defences available to it which that are different from or additional to those available to the Indemnifying Party; or . If clauses (ii. That such claim), action, suit (iii) or proceeding involves or could have a Material Adverse Change upon it beyond (iv) of the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 preceding sentence shall be applicable, counsel then legal advisers for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost fees and disbursements of such counsel legal advisers shall constitute legal or other expenses hereunderexpenses, subject to the indemnification obligations of the Indemnifying Party.

Defence of Claims. 18.2.1 28.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and their reasonable costs and expenses thereof shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified Indemnified Party in respect of loss to the full extent provided by this Article 18ARTICLE 28, the Indemnifying Party shall be entitled, at its option, to assume and control the defence defense of such claim, action, suit or proceeding proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defense. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, secure the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 28.4.2 If the Indemnifying Party has exercised its rights under Article 18.2.1Article28.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 28.4.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then Article28.3, the Indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such the Indemnified Party, when and as incurred, unless: 1. The a) the employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The c) the Indemnifying Party shall not not, in fact fact, have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The d) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That a. that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That b. that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement;: 18.2.4 28.4.4 Provided that if Sub-clauses 2(b), 3, (c) or 4 (d) of Clause 18.2.3 this Article28.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence defense of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party Party, and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 8.9.1 If an Indemnitee receives notice of the assertion of any claim or of the commencement of any third party claim with respect to which indemnification is to be sought from the Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonable prompt notice thereof, but the failure to give timely notice will not affect the rights or obligations of the Indemnifying Party except and only to the extent that, as a result of such failure, the Indemnifying Party was substantially disadvantaged. Such notice shall describe the nature of the third party claim in reasonable detail and will indicate the estimated amount, if practicable, of the Losses that has been or may be sustained by the Indemnitee; provided, however, that such estimated amount shall in no way limit the Indemnitee’s right to recover any amount of Losses over such estimate. 8.9.2 The Indemnified Indemnitee shall have the right (but not the obligation) to control the defence of any third party claim; provided, however, that the Indemnitee shall in good faith consult with the Indemnifying Party regarding the defence of any third party claim upon the Indemnifying Party’s reasonable request for such consultation from time to time. The Indemnifying Party shall have the right, right (but not the obligation) to participate in such defence and to employ counsel, to contestat its own expense, defend and litigate any claimseparate from counsel employed by the Indemnitee, action, suit provided that the Indemnitee shall not settle such claim or proceeding by any third party alleged or asserted against action without the prior consent of the Indemnifying Party (with such party in respect of, resulting from, related to or arising out of any matter for which it is entitled consent not to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Partyunreasonably withheld or delayed). If the Indemnifying Party acknowledges in writing its obligation wishes to indemnify defend the person indemnified in respect of loss third party claim but the Indemnitee wishes to the full extent provided by this Article 18settle such claim or action, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle defend such claim or compromise any claim, action suit or proceeding without the prior written consent of unless (i) the Indemnifying Party reimburses the Indemnitee for all further costs and expenses borne by the Indemnitee as a result of defending the action or claim, and (which consent shall not be unreasonable withheld or delayed). 18.2.3 If ii) the Indemnifying Party exercises its rights under Article 18.2.1 then furnishes the Indemnified Party shall nevertheless have Indemnitee with the right written opinion of a senior counsel to employ its own counsel and such counsel can participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded effect that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence in question will, on the balance of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.probabilities,

Defence of Claims. 18.2.1 (a) The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and their reasonable costs and expenses thereof shall be indemnified/paid indemnified by the Indemnifying Party. . (i) If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified Indemnified Party in respect of loss to the full extent provided by this Article 18Article, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. (ii) The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, secure the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 (b) If the Indemnifying Party has exercised its rights under Article 18.2.1this Clause 10.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 (c) If the Indemnifying Party exercises its rights under Article 18.2.1 then this Clause 10.3, the Indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such the Indemnified Party, when and as incurred, unless: 1. The (i) the employment of counsel by such party Party has been authorized authorised in writing by the Indemnifying Party; or 2. The (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The (iii) the Indemnifying Party shall not not, in fact fact, have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The (iv) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That a. that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That b. that such claim, action, suit or proceeding involves or could have a Material Adverse Change Effect upon it beyond the scope of this Agreement; 18.2.4 : Provided that if Sub-clauses 2(ii), 3, (iii) or 4 (iv) of this Clause 18.2.3 shall be 10.3(c) are applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party Party, and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can any participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause Article 18.2.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunder.the

Defence of Claims. 18.2.1 a. The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18the Clause 19.3, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 b. If the Indemnifying Party has exercised its rights under Article 18.2.1Clause19.3.4 above, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 c. If the Indemnifying Party exercises its rights under Article 18.2.1 Clause 19.3.5 above, then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The (i) the employment of counsel by such party has been authorized authorised in writing by the Indemnifying Party; or 2. The (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying (iii) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The (iv) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That either ▪ that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That or ▪ that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 Provided , provided that if sub-clauses 2(ii), 3, (iii) or 4 (iv) of Clause 18.2.3 19.3.5 (c) shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 30.5.1. The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 1830, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 30.5.2. If the Indemnifying Party has exercised its rights under Article 18.2.1Clause 30.4, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 30.5.3. If the Indemnifying Party exercises its rights under Article 18.2.1 Clause 30.4 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The a) the employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; oraction;or 3. The c) the Indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The d) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or or ii. That that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 Provided ; provided that if clauses 2(b), 3, (c) or 4 of Clause 18.2.3 (d) shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 The Indemnified Party shall have the rightcovenants and agrees that, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out upon becoming aware of any matter facts or circumstances which may give rise to any potential liability for which it is entitled to TransAlta would be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation required to indemnify the person indemnified in respect of loss Indemnified Party pursuant to the full extent provided by provisions of this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1Agreement (a "Claim"), the Indemnified Party shall not be entitled immediately deliver written notice to settle or compromise any claim, action suit or proceeding without TransAlta setting out in reasonable detail the prior written consent nature of the Indemnifying Party (which consent shall not be unreasonable withheld facts relating to such Claim. If any Claim is made or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then brought against the Indemnified Party in connection with any of the matters against which the Indemnified Party would be indemnified pursuant to this Agreement, upon receipt of the notice of the Claim, and subject in respect of an action referred to in Section 3(b), the approval of the relevant Court, TransAlta shall, at its expense and in a timely manner, contest and defend against any such Claim and take all such steps as may be necessary or proper to prevent the resolution thereof in a manner adverse to the Indemnified Party. The Indemnified Party shall nevertheless have fully cooperate with TransAlta in taking all such steps, and hereby consents to the right to employ its own counsel and such counsel can participate in such action, but the cost and expenses taking of such counsel steps by TransAlta. If TransAlta does not in a timely manner undertake the contestation or defence of the Claim, the Indemnified Party may do so and, subject to, in respect of an action referred to in Section 3(b), the approval of the relevant Court, such contestation or defence shall be at the expense and risk of such Indemnified PartyTransAlta provided that if the outcome of any civil, when and as incurredcriminal, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded administrative, investigative or other proceeding establishes that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in was not entitled to contest or defend the conduct Claim at the risk and expense of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 shall be applicable, counsel for TransAlta the Indemnified Party shall have the right be liable to direct the repay to TransAlta all amounts paid by TransAlta in connection with such contestation or defence of such claim, action, suit or proceeding on behalf of the Indemnified Party pursuant to this Section 9 and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunderSection 3(e).

Defence of Claims. 18.2.1 (a) The Indemnified indemnifying Party, at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any claim, action, suit or proceeding within the ambit of Section 11.1, subject to the indemnified Party’s prior written approval; provided, however, it gives prompt notice to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party party, alleged or asserted against such party Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party for reasonable costs and expenses shall be indemnified/paid by of the Indemnifying Party. If indemnified Party in the Indemnifying Party acknowledges in writing its obligation to indemnify defence of the person indemnified in respect of loss claim, suit, action or proceeding prior to the full extent provided by this Article 18, indemnifying Party’s acknowledgment of the Indemnifying indemnification and assumption of the defence. (d) Neither Party shall be entitled, at its option, entitled to assume and control the defence of settle or compromise any such claim, action, suit or proceeding liabilitieswithout the other Party’s prior written consent; provided, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention however, that after agreeing in writing to do so to indemnify the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified indemnified Party as shall be reasonably required by the Indemnified Party to secureper Section 11.4(a) and Section 11.4(b), the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to may settle or compromise any claim, action suit or proceeding claim without the prior written consent approval of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed)indemnified Party. 18.2.3 If (e) Following acknowledgment of the Indemnifying Party exercises its rights under Article 18.2.1 then indemnification and assumption of defence by the Indemnified indemnifying Party, the indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The unless (i) the employment of counsel by such party indemnified Party has been authorized in writing by the Indemnifying indemnifying Party; or 2. The Indemnified , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying , (iii) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; or 4. The Indemnified , or (iv) the indemnified Party shall have reasonably concluded and specifically notified the Indemnifying indemnifying Party either: i. That either that there may be specific defences available to it which that are different from or additional to those available to the Indemnifying Party; or ii. That indemnifying Party or that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 Provided . In the event that if clauses 2(ii), 3, (iii) or 4 (iv) of Clause 18.2.3 shall be the preceding sentence are applicable, then counsel for the Indemnified indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified indemnified Party and the reasonable cost fees of and disbursements of to such counsel shall constitute legal or other expenses hereunderhereunder chargeable to and payable by the indemnifying Party.

Defence of Claims. 18.2.1 1.62.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18Article, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 1.62.2 If the Indemnifying Party has exercised its rights under Article 18.2.1Clause1.61.5 above, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 1.62.3 If the Indemnifying Party exercises its rights under Article 18.2.1 Clause1.61.5 above, then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless:unless -- 1. The a) the employment of counsel by such party has been authorized authorised in writing by the Indemnifying Party; or 2. The b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The c) the Indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The d) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either:either -- i. That (i) that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or (ii. That ) that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 , Provided that if sub-clauses 2(b), 3, (c) or 4 (d) of Clause 18.2.3 1.62.3 shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, a) Each party (indemnifying party) will defend and litigate settle, and indemnify and hold harmless the other party from and against any claim, action, suit liability for legal costs or proceeding damages awarded under any final judgment or amounts payable by any third the other party alleged or asserted against such party under a settlement Agreement made in respect of, resulting fromany action, related to claim or arising out proceeding brought by a third party against the other party alleging that the other party's use of the indemnifying party's Material infringes Intellectual Property Rights of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayedan IP Claim). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right b) Where a party is subject to employ its own counsel and such counsel can participate in such actionan IP Claim, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unlessit must: 1. The employment of counsel by such i. notify the indemnifying party has been authorized in writing by immediately of any such IP Claim; ii. give the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct indemnifying party sole control of the defence of such action; orthe proceedings; 3iii. The Indemnifying Party shall not in fact have employed independent counsel cooperates and provides reasonable satisfactory assistance to the Indemnified Party indemnifying party to assume defend or settle the defence IP Claim; iv. not settle the IP Claim or consent to any judgment being entered without the indemnifying party's prior written consent; and v. takes all reasonable steps to mitigate any liabilities which are the subject of such action and shall have been so notified by the Indemnified Party; orindemnity in Clause 6.10 a). 4. c) The Indemnified Party shall have reasonably concluded and specifically notified indemnifying party's obligation under Clause 6.10 a) is reduced to the Indemnifying Party eitherextent that: i. That there the other party's failure to comply with Xxxxxxx 6.10 b) prejudices the indemnifying party's defence of the IP Claim; ii. the IP Claim is based on use of the indemnifying party's Material in a manner or for a purpose not authorised by the indemnifying party. d) If any IP Claim is made, or in Xxxxx's reasonable opinion is likely to be made, against the Customer, Kineo may be specific defences available at its option and expense: i. obtain for the Customer the right to it which are different from or additional to those available to continue using the Indemnifying Partyrelevant Kineo Material in the manner permitted under this Agreement; or ii. That modify or replace the infringing part of the Kineo Material so as to avoid the infringement or alleged infringement, but in such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond way that does not materially adversely affect the scope functionality of the Kineo Material; or iii. terminate the Agreement and refund Charges paid in advance by the Customer in respect of any period following such termination. e) The provisions of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 Clause 6.10 state the entire liability of Clause 18.2.3 the indemnifying party to the other party in connection with an IP Claim and shall be applicable, counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party other party’s sole and the reasonable cost and disbursements of such counsel shall constitute legal or other expenses hereunderexclusive remedy in that regard.

Defence of Claims. 18.2.1 (i) The Indemnified Party shall have the right, but not the obligation, to contestcon, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their its reasonable costs and expenses shall be indemnified/paid indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified Indemnified Party in respect of loss to the full extent provided by this Article 18Clause 21.2, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, action suit or proceeding and the liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost costs and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, secure the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 (ii) If the Indemnifying Party has exercised its rights under Article 18.2.1Clause 21.2(d) above, the Indemnified Party shall not be entitled to settle or compromise any claim, action action, suit or proceeding without the prior written consent of the Indemnifying indemnifying Party (which consent shall not be unreasonable unreasonably withheld or delayed). 18.2.3 (iii) If the Indemnifying Party exercises its rights under Article 18.2.1 Clause 21.2(d) above, then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: (1. The ) the employment of counsel by such party has been authorized in writing by the Indemnifying Party; or (2. The ) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or (3. The Indemnifying ) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or (4. The ) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That (a) that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That (b) that such claim, action, suit or proceeding involves or could have a Material Adverse Change Effect upon it beyond the scope of this Agreement; 18.2.4 Provided , provided that if sub-clauses (1), (2), (3, ) or 4 (4) of Clause 18.2.3 21.2(d)(iii) shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. 18.2.1 16.5.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel with legal advisers of its choice selection reasonably satisfactory to the Indemnified Party, provided it gives prompt notice Notice of its intention to do so to the Indemnified Party. 16.5.2 Unless and until the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party and reimburses assumes control of the defence of a claim, suit, action or proceeding in accordance with Clause 16.6, the Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with legal advisers of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against the Indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs thereof shall be subject to the indemnification obligations of the indemnifying party hereunder. 16.5.3 Upon assumption by the Indemnifying Party of the control of the defence of a claim, suit, action or proceeding, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable cost costs and expenses incurred by of the Indemnified Party unless in the defence of the claim, suit, action or proceeding prior to the Indemnifying Party provides such security to Party’s acknowledgement of the Indemnified Party as shall be reasonably required indemnification and assumption of the defence. 16.5.4 Following the acknowledgement of the indemnification and the assumption of the defence by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1Party, the Indemnified Party shall not be entitled to settle or compromise any claim, action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel legal advisers and such counsel can legal advisers may participate in such actionclaim, suit, action or proceeding, but the cost fees and expenses of such counsel legal advisers shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The unless (i) the employment of counsel legal advisers by such party Indemnified Party has been authorized in writing by the Indemnifying Party; or 2. The , (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The , (iii) the Indemnifying Party shall not in fact have employed independent counsel reasonable legal advisers reasonably satisfactory to the Indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified Party; or 4. The , or (iv) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: i. That either that there may be specific defences available to it which that are different from or additional to those available to the Indemnifying Party; or . If clauses (ii. That such claim), action, suit (iii) or proceeding involves or could have a Material Adverse Change upon it beyond (iv) of the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Clause 18.2.3 preceding sentence shall be applicable, counsel then legal advisers for the Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable cost fees and disbursements of such counsel legal advisers shall constitute legal or other expenses hereunderexpenses, subject to the indemnification obligations of the Indemnifying Party.

Defence of Claims. 18.2.1 a) The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified/paid by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying indemnifying Party shall be entitled, entitled at its optionoption and expense and with counsel of its selection, to assume and control the defence of such claim, action, suit or proceeding liabilitiesbrought by a third party subject to the prior approval of the indemnified Party: provided, payments and obligations at its expense and through counsel of its choice provided however, it gives prompt notice of its intention to do so to the Indemnified indemnified Party and reimburses the Indemnified indemnified Party for the reasonable cost costs and expenses incurred by the Indemnified indemnified Party unless in connection with the Indemnifying Party provides defence of such security claim action suit or proceeding prior to the Indemnified Party as shall be reasonably required assumption by the Indemnified indemnifying Party to secure, the loss to be indemnified hereunder to the extent so compromised or settledof such defence. 18.2.2 If b) Unless and until the Indemnifying indemnifying Party has exercised acknowledges in writing its rights under Article 18.2.1obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4 (a) the Indemnified indemnified Party shall have the right but not be entitled the obligation, to settle or compromise contest defend and litigate with counsel of its own selection, any claim, action suit or proceeding without by any third party alleged or asserted against such indemnified Party in respect of resulting from related to or arising out of any matter for which it is entitled to he indemnified hereunder and the prior written consent reasonable costs and expense thereof shall be subject to the indemnification obligations of the Indemnifying indemnifying Party (which consent shall not be unreasonable withheld or delayed)hereunder. 18.2.3 If c) Upon assumption by the Indemnifying indemnifying Party exercises its rights under Article 18.2.1 then of the Indemnified control of the defence of a claim, suit, action or proceeding the indemnifying Party shall nevertheless reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party's acknowledgement of the indemnification and assumption of the defence. d) Following the acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel can may participate in such action, but the cost fees and expenses of such counsel shall be at the expense of such Indemnified indemnified Party, when and as incurred, unless: 1. The unless (i) the employment of counsel by such party indemnified Party has been authorized in writing by the Indemnifying indemnifying Party; or 2. The Indemnified (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying indemnifying Party and the Indemnified indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying (iii) the indemnifying Party shall not in fact have employed independent counsel reasonable reasonably satisfactory to the Indemnified indemnified Party to assume the defence of such action and shall have been so notified by the Indemnified indemnified Party; or 4. The Indemnified or (iv) the indemnified Party shall have reasonably concluded and specifically notified the Indemnifying indemnifying Party either: i. That either that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That indemnifying Party or that such claim, action, suit or proceeding involves or could have a Material Adverse Change material adverse effect upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2. If clause (ii), 3, (iii) or 4 (iv) of Clause 18.2.3 shall be the preceding sentence is applicable, then counsel for the Indemnified indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the Indemnified indemnified Party and the reasonable cost fees and disbursements of such counsel shall constitute legal or other expenses hereunder.