Common use of Defense by Distributor Clause in Contracts

Defense by Distributor. If Cipher elects not to defend against Third Party claims, suits or actions pursuant to Section 7.4(c), Cipher shall give notice of its decision to Distributor within reasonably sufficient time to permit Distributor to defend against such claims, suits or actions. If Distributor elects to defend such Third Party claims, suits or actions, it shall notify Cipher that it has elected to do so and shall notify Cipher in writing of its proposed legal counsel. Distributor’s choice of counsel shall be subject to Cipher’s approval, which approval shall not he unreasonably withheld. Distributor shall provide information to Cipher of the conduct of the defence of such claims, suits or actions as Cipher may reasonably request from time to time and Cipher shall assist in such defence as reasonably requested by Distributor. The Parties shall bear [***] the cost of any payments made to Third Parties as a result of any actual or alleged infringement and all reasonable legal fees incurred by the Parties. Distributor shall not settle any such claim, suit or action without the prior express written consent of Cipher.