PECB’s Indemnity Obligation Clause Samples

PECB’s Indemnity Obligation. PECB will indemnify, defend, hold harmless Reseller, and will pay any settlements or judgments in favor of a third party against Reseller to the extent based on a third party claim, action or allegation (each a “Claim”) that Reseller’s use of the Proprietary Marks or Materials to provide the Training Services or promote the Certification Services and Materials as permitted under this Agreement infringes any intellectual property rights of a third party, provided that Reseller promptly (i) notifies PECB in writing of any such Claim once Reseller is notified or otherwise made aware of such Claim; (ii) gives PECB sole control of the defense and settlement thereof; and (iii) provides all reasonable assistance in connection therewith, at PECB’s request and expense. Reseller may participate in, but not control, the defense or settlement of any such Claim at Reseller’s own expense. PECB agrees that PECB will not settle any Claim in a manner which would impose any obligation on Reseller without Reseller’s prior written consent.