Common use of Procedures for Defense of Claims Clause in Contracts

Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim (which notice shall include all relevant information reasonably necessary for the Indemnifying Party to understand such claim which is in the possession or under the control of, or can be obtained by, the Indemnified Party at the time of such notice, subject to Applicable Laws and confidentiality obligations), and the Indemnified Party or the Indemnifying Party (as agreed between them) will undertake the defense thereof. The failure to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations under Section 3.03 or Section 11.01(a) unless such failure results in actual prejudice to the Indemnifying Party.