Common use of Right to Tender or Undertake Defense Clause in Contracts

Right to Tender or Undertake Defense. If the indemnified party is named a party in any judicial, administrative or other proceeding arising out of or in connection with any non-permitted or violating use or disclosure of Protected Health Information by the indemnifying party or any of its subcontractors, agents, or employees, the indemnified party will have the option at any time either (i) to tender its defense to the indemnifying party, in which case the indemnifying party will provide qualified attorneys to represent the indemnified party’s interests at the indemnifying party’s expense, or (ii) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case the indemnifying party will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants and other professionals.