Insurance, Indemnification and Liability. 10.1 The Representative hereto agree to indemnify, defend, and hold the Distributor (the Indemnifying Party) harmless from any costs, loss, expenses, damages or liabilities (“Damages”) to the extent such arise as a result of third-party claims arising directly as a result of a material breach of this Agreement. The indemnifying party shall pay resulting costs and damages finally awarded or agreed to in a settlement, provided the indemnified party: (i) makes no admission of the alleged claim; (ii) gives the indemnifying party written notice of any action filed or threatened; (iii) gives the indemnifying party sole authority and control of the defense of any action and all related settlement negotiations; and (iv) furnishes all information and assistance necessary for the defense of the action as reasonably requested.
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Samples: Representative Agreement Cloud Services Westcon, Representative Agreement Cloud Services Westcon, Representative Agreement Cloud Services Westcon
