Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury arising out of or relating to (i) ClearGov’s breach of any term, condition, representation or warranty of this Agreement, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such claim, suit or action. Customer shall cooperate as fully as reasonably required in the defense of any claim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the settlement involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any claim, action or demand without the written consent of Customer, such consent not to be unreasonably withheld.
Appears in 3 contracts
Samples: Cleargov Service Agreement, Cleargov Service Agreement, Cleargov Service Agreement
Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer You against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury arising out of or relating to (i) ClearGov’s breach of any term, condition, representation or warranty of this Agreementthese Terms, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or regulations in connection with the ClearGov Service. In such a case, Customer You will provide ClearGov with written notice of such claim, suit or action. Customer You shall cooperate as fully as reasonably required in the defense of any claim. Customer reserves You reserve the right, at its Your own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the settlement involves no cost, loss or continuing liability to CustomerYou, ClearGov shall not settle any claim, action or demand without the written consent of CustomerYou, such consent not to be unreasonably withheld.
Appears in 1 contract
Samples: Cleargov Service Terms
Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury (each, a “Claim”) arising out of or relating to (i) ClearGov’s breach of any term, condition, representation or warranty of this Agreement, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such claim, suit or actionClaim. Customer shall cooperate as fully as reasonably required in the defense of any claimClaim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the settlement involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any claimClaim, action or demand without the written consent of Customer, such consent not to be unreasonably withheld.
Appears in 1 contract
Samples: Clearforms Service Agreement