Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless defend the other Party Party, its affiliates and each of their respective officers, directors, employees, contractors and agents (the each an “Indemnified Party”) from and against any and all claimsaction, damagesclaim, and liabilitiessuit, including any and all expense and costsinvestigation or other proceeding brought by a third party (a “Claim”) to the extent such Claim results from the Indemnifying Party’s breach of this Agreement or an IPA or the negligence, legal willful misconduct or otherwise, caused by fraud or violation of law on the negligent act or omission part of the Indemnifying Party, its subcontractorsofficers, agentsdirectors, or employees, incurred by the Indemnified Party agents or other representatives in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of connection with this Agreement. The Indemnifying Party shall not be liable for will indemnify and hold harmless the Indemnified Party from any claimsliabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and costs of defense) incurred by or liabilities caused by levied against such Indemnified Party as a result of such Claim. If the sole negligence of Indemnified Party seeks indemnification under this Section 10 with respect to a Claim, the Indemnifying Party’s obligations are conditioned upon the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly : (a) providing written notice to the Indemnifying Party of any Claim within thirty (30) days after the existence Indemnified Party has knowledge of such Claim (except that failure to timely provide such notice will relieve the Indemnifying Party of its obligations only to the extent the Indemnifying Party is materially prejudiced as a direct result of such delay); (b) giving the Indemnifying Party sole control over the defense thereof and any claimrelated settlement negotiations; and (c) cooperating and, demand, or other matter to which at the Indemnifying Party’s indemnification obligations would applyrequest and expense, and shall give them a reasonable opportunity to settle or defend assisting in such defense. Notwithstanding the same at their own expense and with counsel of their own selectionforegoing, provided that the Indemnified Party shall may participate at all times also its own expense in the defense and any settlement discussions, and will have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, approve any settlement agreement that involves an admission of fault by the Indemnified Party shallor imposes non-monetary obligations on the Indemnified Party; provided, upon written noticehowever, have the right, but that such approval will not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiesunreasonably withheld.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to Except as otherwise provided in this ---------------------- Agreement, each party shall indemnify, defend, defend and hold harmless the other Party (the “Indemnified Party”) party harmless from and against any and all actions, suits, claims, judgments, penalties, damages, losses or other expenses (including reasonable attorneys' fees and liabilities, including any and all expense and costs, legal other professionals' fees) to the extent arising from or otherwise, caused by relating to the negligent act negligence or omission of the Indemnifying Party, its subcontractors, agentswillful misconduct of, or employeesbreach of this Agreement by, incurred by the Indemnified Party in indemnifying party. In the investigation and defense event of any claim, demand, or action arising out of the work performed claim for indemnification under this Agreement; including breach , the party seeking indemnification (the "Claimant") shall promptly give notice to the other party (the "Indemnifying Party") of its claim for indemnification. In no event, however, shall any failure by the Claimant to give such prompt notice relieve the Indemnifying Party of this Agreementits indemnification obligations unless the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall not be liable for will have the right at any claimstime, damagesby notice to the Claimant, or liabilities caused by the sole negligence to assume control of the Indemnified Partydefense of any third-party claim with counsel of its choice, its subcontractors, agents, or employeeswhich counsel must be reasonably acceptable to the Claimant. The Indemnified Party shall notify promptly If the Indemnifying Party of assumes control of, and diligently proceeds with, the existence defense of any third-party claim, demand, or other matter to which the Claimant shall: (i) reasonably cooperate with the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also ; (ii) have the right to fully participate in the defensedefense at its own expense; (iii) not admit any liability with respect to, or settle, compromise or discharge, the third-party claim without the Indemnifying Party's prior written consent; and (iv) agree to any settlement, compromise or discharge of the third-party claim which the Indemnifying Party may recommend and which releases the Claimant completely from such claim. If the Indemnifying PartyParty does not assume control of, within a reasonable time after this noticeor diligently proceed with, fails the defense of the third-party claim, the Indemnifying Party shall be bound by the results obtained by the Claimant with respect to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all third party claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, apply and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times always also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party to this Agreement (the “Indemnifying Party”) agrees to defend, indemnify, defend, and hold harmless the other Party Parties (the “Indemnified PartyParties”) and their respective affiliates, employees, officers, owners and agents harmless from and against any and all claims, damagescosts, and expenses, losses, liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, damages incurred by the Indemnified Party Parties arising from or in the investigation and defense connection with any negligence or intentional misconduct, breach of any claimwarranty, demandrepresentation, or action arising out of the work performed under obligation set forth in this Agreement; including breach of , including, without limitation, failing to provide accurate and complete information regarding a Property as required hereunder, by the Indemnifying Party of this Agreementand its officers, directors, agents, and employees. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence engage counsel of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would applychoice to defend the Indemnified Parties, subject to the Indemnified Parties’ reasonable approval; provided, however, the Indemnified Parties shall cooperate in defense of any such claim, including appeals, negotiations, and shall give them a reasonable opportunity to settle any settlement or defend the same at their own expense and with counsel of their own selectioncompromise thereof, provided that the Indemnified Party Parties must approve the terms of any settlement or compromise that may impose any unindemnified or nonmonetary liability on the Indemnified Parties. Notwithstanding the foregoing, the Indemnified Parties shall at all times also have the right to fully participate in engage separate counsel at the defenseIndemnified Parties’ sole cost and expense. If In the event the Indemnifying Party, within a reasonable time after this notice, Party fails to take appropriate steps to settle or defend timely secure legal representation for the claim, demand, or the matterIndemnified Parties as required hereunder, the Indemnified Party shall, upon written notice, Parties shall have the right, but not the obligation, right to undertake secure such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the accountlegal representation as necessary, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article Party shall be binding upon liable for all costs and inure expenses related to the benefit of any successors, assigns, such representation and heirs of the Partiesdefense.

Mutual Indemnification. Each To the extent permitted by law, each Party (the “Indemnifying Party”) agrees to shall indemnify, defend, defend and hold harmless the other Party (the “Indemnified Party”) ), including each of the Indemnified Party’s respective Affiliates, officers, directors, shareholders, employees, representatives, agents, successors and assigns (each an “Indemnified Person”), from and against all claims by any third party asserted in any cause of action, and all claims, including any damages, penalty, cost or expense (including reasonable attorneys' and liabilities, including any and all expense witnesses' fees and costs), legal or otherwise, caused by to the negligent act or omission extent such cause of action arises from (a) the Indemnifying Party, ’s gross negligence or willful misconduct in performing any of its subcontractors, agentsobligations under this Agreement, or employees(b) a material breach by the Indemnifying Party of any of its representations, incurred warranties, covenants or obligations under this Agreement; PROVIDED, however, such indemnity shall not extend to claims arising from any breach of this Agreement or willful or negligent act by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out an Indemnified Person of the work performed under this Agreement; including breach of Indemnified Party, and provided that: (i) the Indemnified Person promptly notifies the Indemnifying Party of the claim in writing; and, (ii) the Indemnified Person and Indemnified Party provide the Indemnifying Party with the assistance, information and authority necessary to perform the Indemnifying Party’s obligations under this AgreementSection. The Indemnified Person shall be entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, losses, damages, costs, expenses and penalties. The Indemnifying Party shall not be liable for enter into any claimssettlement which includes an admission of negligence or wrongdoing by any Indemnified Person, damages, or liabilities caused by without the sole negligence prior written consent of the such Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesPerson.

Mutual Indemnification. Each Party VLC and you (for the purposes of this section, either the “Indemnifying Party”Indemnified” or “Indemnifying” party, as appropriate) agrees agree to defend, indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) one another and all successors and assigns, from and against any and all claims, losses, liability, obligations, damages, judgments, forfeitures, fines, penalties, actions, and liabilities, suits (including any reasonable attorney’s fees and all expense and costsexpenses awarded to a third party) which may be asserted or brought against the Indemnified party by a third party (each, legal or otherwisea “Claim”) alleging (a) (i) with respect to VLC as the Indemnifying party, caused by the negligent act or omission use of the Indemnifying PartyServices, its subcontractorsand/or (ii) with respect to you, agentsthe Company Data, as permitted hereunder infringes or misappropriates the intellectual property or other rights of a third party, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action (b) arising out of the work performed under this Agreement; including from a material breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused Agreement by the Indemnifying party, provided, however, in each case the Indemnified party (i) promptly gives written notice of a Claim to the Indemnifying party; (ii) gives sole negligence control of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly defense and settlement of the Claim to the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, party (provided that the Indemnifying party may not settle any Claim unless the settlement unconditionally releases the Indemnified Party shall at party of all times also have the right to fully participate in the defense. If liability); and (iii) provides the Indemnifying Partyparty with all reasonable assistance, within a reasonable time after this noticeat the Indemnifying party’s expense. This Section states the Indemnifying party’s sole liability to, fails to take appropriate steps to settle or defend and the claim, demand, or the matterIndemnified party’s exclusive remedy against, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, party for the account, and at the risk, any type of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesClaim.

Mutual Indemnification. Each Party party (the “Indemnifying Party”) agrees shall, to indemnifythe extent caused by the indemnifying party’s negligent act or omission, defend, indemnify and hold harmless the other Party party, its respective directors, shareholders, employees and officers (the collectively, “Indemnified PartyParties”) from and against all third-party claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings, and any and all claims, damages, costs and liabilities, expenses in connection therewith (including any interest, penalties, fines and all expense reasonable legal fees and costsdisbursements) (individually, legal a “Claim” or otherwisecollectively, caused “Claims”) arising out of or in any manner connected with any breach of any representation, covenant or other obligation of the Indemnifying Party contained herein. A party seeking indemnity from the other party shall promptly notify the other party of any Claim and shall provide information, assistance and cooperation in defending against such Claim at the Indemnifying Party’s sole cost and expense. Any such notification shall be in writing and directed to the person designated in the “Notification” paragraph hereof. In addition, an Indemnified Party shall have the right to participate in the defense of any Claim, suit or proceeding at its own sole cost and expense. No claim against an Indemnifying Party shall be settled or resolved unless presented to and approved in advance by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by who’s approval shall not be unreasonably withheld. The right to indemnity provided for in this paragraph is subject to the Indemnified Party in non-breaching party’s notification to the investigation and defense alleged breaching party of any claim, demand, or action arising out of the work performed under this Agreement; including known breach of the Indemnifying Party provisions hereof within ten (10) days of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence knowledge of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would applybreach, and shall give them a reasonable opportunity to settle or defend providing the same at their own expense and alleged breaching party with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails within which to take appropriate steps to settle or defend correct the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the accountalleged breach, and at the risk, provide evidence of the Indemnifying Partyany such correction. The rights and obligations of the Parties under this Article right to correct a breach provided for herein shall be binding upon and inure not apply to the benefit Nondisclosure provisions of any successors, assigns, and heirs of the Parties.these ToS.

Mutual Indemnification. Each Party party (the “Indemnifying Party”) agrees shall, to indemnifythe extent caused by the indemnifying party’s negligent act or omission, defend, indemnify and hold harmless the other Party party, its respective directors, shareholders, employees and officers (the collectively, “Indemnified PartyParties”) from and against all third party claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings, and any and all claims, damages, costs and liabilities, expenses in connection therewith (including any interest, penalties, fines and all expense reasonable legal fees and costsdisbursements) (individually, legal a “Claim” or otherwisecollectively, caused “Claims”) arising out of or in any manner connected with any breach of any representation, covenant or other obligation of the Indemnifying Party contained herein. A party seeking indemnity from the other party shall promptly notify the other party of any Claim and shall provide information, assistance and cooperation in defending against such Claim at the Indemnifying Party’s sole cost and expense. Any such notification shall be in writing and directed to the person designated in the “Notification” paragraph hereof. In addition, an Indemnified Party shall have the right to participate in the defense of any Claim, suit or proceeding at its own sole cost and expense. No claim against an Indemnifying Party shall be settled or resolved unless presented to and approved in advance by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by who’s approval shall not be unreasonably withheld. The right to indemnity provided for in this paragraph is subject to the Indemnified Party in non-breaching party’s notification to the investigation and defense alleged breaching party of any claim, demand, or action arising out of the work performed under this Agreement; including known breach of the Indemnifying Party provisions hereof within ten (10) days of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence knowledge of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would applybreach, and shall give them a reasonable opportunity to settle or defend providing the same at their own expense and alleged breaching party with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails within which to take appropriate steps to settle or defend correct the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the accountalleged breach, and at the risk, provide evidence of the Indemnifying Partyany such correction. The rights and obligations of the Parties under this Article right to correct a breach provided for herein shall be binding upon and inure not apply to the benefit Nondisclosure provisions of any successors, assigns, and heirs of the Parties.these ToS.

Mutual Indemnification. Each Party (the “Indemnifying Party”) Insignia agrees to indemnify, defend, defend and hold harmless the other Party (the “Indemnified Party”) from NAM and against any its affiliated entities and all claimstheir respective shareholders, damagesdirectors, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractorsemployees, agents, and representatives, against any loss, cost, damage or employeesexpense, incurred including reasonable attorney’s fees, resulting from a lawsuit or claim made or asserted against or involving NAM by the Indemnified Party in the investigation and defense of any claim, demand, or action third party arising out of the work performed under this Agreement; including Insignia’s breach of the Indemnifying Party or alleged breach of this Agreement. The Indemnifying Party shall not be liable , for any claimsclaims made by any of Insignia’s selling agents and for any claims made by any Insignia client related to performance of this Agreement (for the purposes of this paragraph, damageseach a “Third Party Claim”). Upon receipt of any such Third Party Claim, NAM shall promptly notify Insignia, and Insignia shall have the option to assume defense of such Third Party Claim directly and pay all expenses associated therewith (including reasonable attorneys’ fees), or liabilities caused by the sole negligence to leave defense of the Indemnified PartyThird Party Claim in the control of NAM, its subcontractorsand reimburse NAM for all costs, agentsliabilities, or employeesand expenses associated therewith, including reasonable attorneys’ fees. The Indemnified Party shall notify promptly If Insignia chooses to assume direct responsibility for the Indemnifying Party defense of the existence of any claimThird Party Claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and it shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate settle any such claims only with NAM’s consent, which consent shall not be unreasonably withheld. NAM agrees to indemnify, defend and hold harmless Insignia, and its affiliated entities and their respective shareholders, directors, employees, agents, and representatives, against any loss, cost, damage or expense, including attorney’s fees, resulting from a lawsuit or claim made or asserted against or involving Insignia by any third party arising out of NAM’s breach or alleged breach of this Agreement, other than for claims by any Insignia client related to performance of this Agreement (for the purposes of this paragraph, a “Third Party Claim”). Upon receipt of any such Third Party Claim, Insignia shall promptly NAM, and NAM shall have the option to assume defense of such Third Party Claim directly and pay all expenses associated therewith (including reasonable attorneys’ fees), or to leave defense of the Third Party Claim in the defensecontrol of Insignia, and reimburse Insignia for all costs, liabilities, and expenses associated therewith, including reasonable attorneys’ fees. If NAM chooses to assume direct responsibility for the Indemnifying Partydefense of the Third Party Claim, within a reasonable time after this notice, fails to take appropriate steps it shall have the right to settle any such claims only with Insignia’s consent, which consent shall not be unreasonably withheld. In the case of a breach by a NAM PPG retailer which causes harm to Insignia, NAM will either use commercially reasonable efforts to cure the breach by having the retailer perform as required by the contract or defend assign to Insignia the claim, demand, or right to enforce the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiescontract.

Mutual Indemnification. Each Party (the “Indemnifying Party”) ARTERA and FAIRPOINT each agrees to indemnify, defend, and hold harmless the other Party party, its Affiliates, and each of its officers, directors, employees, agents, successors and assigns (collectively, the “"Indemnified Party”") from and against any and all losses, claims, damages, and liabilities, including costs and expenses (including, without limitation, reasonable attorneys' fees and other costs of defense of every kind whatsoever and the aggregate amount of any and all expense and costssettlement of any suit, legal claim or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by proceeding) which the Indemnified Party in may incur or for which the investigation and defense Indemnified Party may become liable on account of any claimsuit, demand, claim or action arising out of the work performed proceeding purporting to be based upon a failure to perform obligations under this Agreement; including breach of Agreement to be performed by the other party (the "Indemnifying Party") and its employees or agents. The Indemnified Party shall promptly advise the Indemnifying Party of this Agreementany such suit, claim or proceeding and shall cooperate with the Indemnifying Party in the defense or settlement of such suit, claim or proceedings. The Indemnifying Party shall select, retain and pay counsel in connection with any suit, claim or proceeding, subject to the Indemnified Party's consent, which shall not unreasonably be liable for any claims, damages, or liabilities caused withheld. No settlement shall be made by the sole negligence Indemnifying Party without the consent of the Indemnified Party, its subcontractorswhich consent shall not be unreasonably withheld. In any event, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate and cooperate in the defense. If defense of any Indemnified Claim and shall furnish to the Indemnifying PartyParty such information relating to such suit, within a reasonable time after this notice, fails to take appropriate steps to settle claim or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of proceeding as the Indemnifying Party. The rights and obligations of Party shall reasonably request for use in defending the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiessame.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s 's indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article section shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party party (the “"Indemnifying Party”") hereby agrees to indemnifysave, defend, indemnify and hold harmless the other Party party and its officers, directors, employees, consultants and agents (the “"Indemnified Party”Parties") from and against any and all claimslosses, damages, and liabilities, including any and all expense expenses and costs, including reasonable legal or otherwiseexpense and attorneys' fees ("Losses"), caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the to which any Indemnified Party in the investigation and defense may become subject as a result of (a) any claim, demand, action or action arising other proceeding by any Third Party to the extent such Losses arise out of or result from the work performed Indemnifying Party's performance of its activities under this Agreement; including breach Agreement or the development, manufacture, use, handling, storage, sale or other disposition by the Indemnifying Party or any Affiliate or permitted sublicensee of any product or service resulting from the Collaboration, or (b) personal injury or property damage suffered by an Indemnified Party that results from the acts or omissions of the Indemnifying Party or its officers, directors, employees, consultants or agents in the course of performance of activities under this Agreement. The Indemnifying , whether or not such Indemnified Party shall not is found to be liable for any claimsconcurrently negligent, damages, or liabilities caused by except in the case and to the extent such Losses result from the sole negligence or willful misconduct of the Indemnified Party. In the event either party seeks indemnification under this Section 7.6, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly it will inform the Indemnifying Party of a claim as soon as reasonably practicable after it receives notice of the existence claim, will permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and will cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. In no event will any Indemnified Party settle any such claim, demand, action or other matter to which proceeding without the Indemnifying Party’s indemnification obligations would apply's prior written consent. Notwithstanding the foregoing, and shall give them a reasonable opportunity to settle or defend in the same at their own expense and with counsel of their own selection, provided event that the Indemnified Party parties are held jointly and severally liable for Losses resulting from the matters described in clause (a) of this Section 7.6, the parties shall at all times also have the right to fully participate cooperate in the defensedefense of all litigation relating thereto and use all reasonable efforts to resolve the relative responsibility of each other to such Third Party amicably by negotiation with each other. If In the Indemnifying Partyevent that the parties are unable to resolve such relative responsibility in accordance with the preceding sentence, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure subject to the benefit of any successors, assigns, and heirs of the Partiesresolution in accordance with Article 9.

Mutual Indemnification. Each Party In connection with and in consideration of the matters contemplated in this Agreement, BCBSMO on the one hand, and NSI and NetMed collectively on the other hand (the “any such party, an "Indemnifying Party”) agrees to "), shall each indemnify, defend, save and hold harmless the other Party other, its and their subsidiaries, its and their respective employees, officers, directors, agents and representatives (collectively, the “"Indemnified Party”) Parties"), from and against any and all claimscosts, losses, liabilities, damages, lawsuits, deficiencies, claims and liabilitiesexpenses (whether or not arising out of third-party claims), including any including, INTER ALIA, interest, penalties, reasonable attorneys' fees and all expense reasonable amounts paid in investigation, defense or settlement of any of the foregoing (herein, the "Losses"), incurred in connection with or resulting from the activities conducted pursuant to this Agreement; PROVIDED, that neither of BCBSMO, on the one hand, or NSI and costsNetMed, legal on the other hand, shall be under any obligation to pay Losses to or otherwisefor the benefit of any Indemnified Party arising from the finally judicially determined negligence, gross negligence or willful misconduct of such Indemnified Party. If any claim is made against any Indemnified Party for which indemnification is sought hereunder, written notice shall be given to the Indemnifying Party as promptly as practicable; PROVIDED, that the failure of any Indemnified Party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. If within 30 days of receipt of such notice the negligent act or omission Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity hereunder in connection with such claims, then the Indemnifying Party shall be entitled, if it so elects, to take control of the defense and investigation of such claim and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's cost, its subcontractorsrisk and expense; PROVIDED, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall may, at all times also have the right to fully its own cost, participate in the defenseinvestigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If Each party shall cooperate in all reasonable respects with the Indemnifying Partyother party and its attorneys in the investigation, within a reasonable time after this notice, fails to take appropriate steps to settle trial and defense of such lawsuit or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense action and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiesappeal arising therefrom.

Mutual Indemnification. Each Party party (the “Indemnifying Party”) agrees shall, to indemnifythe extent caused by the indemnifying party’s negligent act or omission, defend, indemnify and hold harmless the other Party party, its respective directors, shareholders, employees and officers (the collectively, “Indemnified PartyParties”) from and against all third-party claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings, and any and all claims, damages, costs and liabilities, expenses in connection therewith (including any interest, penalties, fines and all expense reasonable legal fees and costsdisbursements) (individually, legal a “Claim” or otherwisecollectively, caused “Claims”) arising out of or in any manner connected with any breach of any representation, covenant or other obligation of the Indemnifying Party contained herein. A party seeking indemnity from the other party shall promptly notify the other party of any Claim and shall provide information, assistance and cooperation in defending against such Claim at the Indemnifying Party’s sole cost and expense. Any such notification shall be in writing and directed to the person designated in the “Notification” paragraph hereof. In addition, an Indemnified Party shall have the right to participate in the defense of any Claim, suit or proceeding at its own sole cost and expense. No claim against an Indemnifying Party shall be settled or resolved unless presented to and approved in advance by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by who’s approval shall not be unreasonably withheld. The right to indemnity provided for in this paragraph is subject to the Indemnified Party in non-breaching party’s notification to the investigation and defense alleged breaching party of any claim, demand, or action arising out of the work performed under this Agreement; including known breach of the Indemnifying Party provisions hereof within ten (10) days of knowledge of breach, and providing the alleged breaching party with a reasonable time within which to correct the alleged breach, and provide evidence of any such correction. The right to correct a breach provided for herein shall not apply to the Nondisclosure provisions of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party (the “Indemnifying Party”) party agrees to indemnify, defend, indemnify and hold save harmless the other Party (the “Indemnified Party”) against and from and against any and all claimsclaims by and on behalf of any persons, damagesfirms or corporations, arising from the conduct or management of, from any work or thing done by or on behalf of the other (indemnifying) party in or about, or its activities upon or (in the case of Tenant) occupancy of the Leased Property during the term of this Lease. Each party agrees to indemnify and liabilities, including save the other party harmless against and from any and all expense claims arising from any breach or default on the part of the indemnifying party in the performance of any covenant or agreement on the part of such indemnifying party to be performance of any covenant or agreement on the part of such indemnifying party to be performed pursuant to the terms of this Lease, or from any violation or failure to comply with any law, ordinance or regulation, or from any act or negligence of such party, or any of its agents, contractors, servants, employees, licensees, or invitees or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation, occurring during the Term of this Lease, in or about the Land, Improvements or Leased Property, or upon or under the sidewalks and the land adjacent to the Leased Property. “To indemnify” includes all costs, legal reasonable and necessary attorneys and other advisor’s fees, expenses and liabilities incurred in or otherwise, caused about any such claim or action or proceeding brought. If any action or proceeding is brought against one party by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense reason of any such claim, demand, the indemnifying party upon notice from the indemnified party covenants to contest or defend such action arising out of or proceeding by counsel reasonably satisfactory to the work performed under this Agreement; including breach of the Indemnifying Party indemnified party. The terms of this Agreement. The Indemnifying Party paragraph shall not be liable for any claims, damages, or liabilities caused by survive the sole negligence termination of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesLease.

Mutual Indemnification. Each Party party (the “"Indemnifying Party”") agrees to indemnify, defend, indemnify and hold save harmless the other Party (the “"Indemnified Party”") against and from and against any and all claims, damages, claims by and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense on behalf of any claimpersons, demandfirms or corporations, arising from the conduct or action arising out of the management of, from any work performed under this Agreement; including breach or thing whatsoever done by or on behalf of the Indemnifying Party (which shall include, with respect to Xxxxxx's indemnity hereunder, Xxxxxx's sublessees and assigns) in or about, its activities upon or (in the case of Tenant) occupancy of, the Leased Premises (including any portion thereof occupied by any sublessee or assignee of Tenant) during the Tenn of this Agreement. The Lease, and will further indemnify and save the Indemnified Party harmless against and from any and all claims arising from any breach or default on the part of the Indemnifying Party shall not in the performance of any covenant or agreement on the part of such Indemnifying Party to be liable for any claims, damagesperformed pursuant to the terms of this Lease, or liabilities caused by the sole from any violation or failure to comply with any law, ordinance or regulation, or from any act or negligence of such Indemnifying Party, or any of its agents, contractors, servants, employees, licensees, or invitees or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation, occurring during the Term of this Lease, in or about the Leased Premises, or upon or under the sidewalks and the land adjacent thereto, and from and against all costs, reasonable and necessary counsel fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon, and in case any action or proceeding is brought against the Indemnified Party by reason of any such claim, the Indemnifying Party upon notice from the Indemnified Party covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter Landlord's liability is limited to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate Landlord's interest in the defense. If Leased Premises and will be cancelled automatically upon any failure by Tenant to maintain in full force and effect all insurance required to be furnished by Tenant under the Indemnifying Party, within a reasonable time after provisions of this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesLease.

Mutual Indemnification. Each Party Reseller shall be solely responsible for, and shall defend, indemnify and hold COMPANY harmless from, any and all claims, damages or lawsuits (including COMPANY’s reasonable attorneys’ fees and costs) arising out of acts or omissions of Reseller, its employees and its agents in the “Indemnifying Party”) performance of its obligations under this Agreement. COMPANY agrees to indemnify, defend, indemnify and hold Reseller harmless the other Party (the “Indemnified Party”) from and against any and all claims, damagesdamages and liabilities whatsoever, asserted by any person or entity, arising from any action of infringement in relation to any trade xxxx, patent, copyright (or for passing off) related to the Products. Any indemnification provided pursuant to the foregoing provisions shall include the payment of all reasonable attorney’s fees and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, other costs incurred by the Indemnified Party in the investigation and defense of defending any such claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly inform the Indemnifying indemnifying Party in writing of any such claim, demand or suit and shall fully cooperate in the existence defense thereof. The Indemnified Party will not agree to the settlement of any claim, demanddemand or suit prior to the final judgment thereon without the consent of the Indemnifying Party, whose consent will not be unreasonably withheld. The Indemnified Party shall not by any act or other matter to which omission admit liability or otherwise prejudice or jeopardize the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity actual or potential defense to settle or defend the same at their own expense and with counsel of their own selection, provided that any claim. The said indemnity is subject to the Indemnified Party shall at Party’s duty to mitigate all times also have the right to fully participate in the defense. If the Indemnifying Partyof its said costs, within a reasonable time after this noticeexpenses, fails to take appropriate steps to settle damages or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiesliabilities.

Mutual Indemnification. Each Party (the “Indemnifying Party”) party hereby agrees to indemnifysave, defend, indemnify and hold harmless the other Party (the “Indemnified Party”) party and its officers, directors, employees, consultants and agents from and against any and all claimslosses, damages, and liabilities, including any and all expense expenses and costs, including reasonable legal or otherwiseexpense and attorneys' fees ("Losses"), caused by to which the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense indemnified party may become subject as a result of any claim, demand, action or action arising other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of (a) [***] the work performed indemnifying party hereunder, or (b) [***] by such indemnified party or sublicensees, except to the extent such Losses result from the gross negligence or willful misconduct of the party claiming a right of indemnification under this Agreement; including breach Section 9.9. In the event either party seeks indemnification under this Section 9.9, it will inform the other party of a claim as soon as reasonably practicable after it receives notice of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claimsclaim, damages, or liabilities caused by will permit the sole negligence other party to assume direction and control of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party defense of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have claim (including the right to fully participate settle the claim CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. solely for monetary consideration), and will cooperate as requested (at the expense of the other party) in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend defense of the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party has agreed to defend, indemnify, and hold harmless the other Party as set forth below. Except to the extent caused by the gross negligence or willful misconduct of the Party being indemnified under this Section, or its agents, employees, officers, directors, commissioners, representatives, independent contractors, and subcontractors of any tier (collectively, the “Indemnified Party”), the other Party to this Agreement (the “Indemnifying Party”) agrees to shall exonerate, hold harmless, indemnify, defend, and hold harmless defend the other Indemnified Party (the “Indemnified Party”) from and against any and all claims, damagesobligations, liabilities, demands, liens, charges, damages (whether direct, consequential, or other), suits or causes of action, judgments, awards, costs and expenses, including, but not limited to, court costs, consulting and expert witness fees, and liabilitiesreasonable attorney’s fees (with the legal counsel of the Indemnitee’s choosing), of whatever kind or nature that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of the Indemnifying Party or its officers, agents, employees, directors, representatives, independent contractors, or subcontractors of any tier (“Indemnifying Party’s Representatives”), relating in any manner to (i) the performance of this Agreement, including without limitation any and all expense and costs, legal obligations as is relates to the Water Facilities; (ii) any work to be performed by any of the Indemnifying Party or otherwise, caused by the negligent act or omission any of the Indemnifying Party’s Representatives related to this Agreement; or (iii) any authority or obligation exercised or undertaken by the Indemnifying Party or any of the Indemnifying Party’s Representatives under this Agreement. Without limiting the generality of the foregoing, its subcontractors, agents, or employees, incurred by the Indemnifying Party’s obligation to indemnify the Indemnified Party in the investigation and defense of shall include injury or death to any claim, demandperson or persons, or action arising out of damage to any property, including the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence property of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.