Duties Pertaining to Indemnification. The Indemnified Party shall provide to the Indemnifying Party with prompt notice of any claim which the notifying Party believes falls within the scope of this Section. The Indemnified Party’s failure to provide such prompt notice shall not limit its rights under this Article, except when the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide such prompt notice. The Indemnifying Party shall have the right to control the defense and, if applicable, settlement of such claim, provided that in defending or settling such claim, the Indemnifying Party shall not prejudice the rights or disclose the Confidential Information of the Indemnified Party. Further, the Indemnifying Party shall not agree to any settlement of any claim related to the Confidential Information of the Indemnified Party without the written consent of Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall have the right to participate in the defense of any claims at its expense.
Appears in 3 contracts
Samples: Connectivity Service and Marketing Agreement (LogMeIn, Inc.), Connectivity Service and Marketing Agreement (LogMeIn, Inc.), Connectivity Service and Marketing Agreement (LogMeIn, Inc.)
Duties Pertaining to Indemnification. The Indemnified Party shall provide to the Indemnifying Party with prompt notice of any claim which the notifying Party believes falls within the scope of this Section. The Indemnified Party’s failure to provide such prompt notice shall not limit its rights under this ArticleSection, except when the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide such prompt notice. The Indemnifying Party shall have the right to control the defense and, if applicable, settlement of such claim, provided that in defending or settling such claim, the Indemnifying Party shall not prejudice the rights or disclose the Confidential Information of the Indemnified Party. Further, the Indemnifying Party shall not agree to any settlement of any claim related to the Confidential Information of the Indemnified Party without the written consent of Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall have the right to participate in the defense of any claims at its expense.
Appears in 2 contracts
Samples: License, Royalty and Referral Agreement (LogMeIn, Inc.), License, Royalty and Referral Agreement (LogMeIn, Inc.)