Common use of Terms of Defense and Indemnification Clause in Contracts

Terms of Defense and Indemnification. An AMS Indemnified Party shall promptly notify ISOC, in writing, of any claim for which it believes that it is entitled to indemnification under Section 8.6. An AMS Indemnified Party shall, at ISOC’s request and expense, allow ISOC to conduct and/or settle all negotiations and litigation resulting from the claim. Notwithstanding the foregoing, AMS may employ counsel at its own expense to assist it with respect to any such claim; provided, however, that if the retention of such counsel is necessary because of a conflict of interest of either ISOC or its counsel or because ISOC does not promptly assume control of the claim, ISOC shall bear the expense of such counsel. No AMS Indemnified Party shall have authority to settle any claim on behalf of ISOC. Each AMS Indemnified Party shall, at the request of ISOC, afford commercially reasonable assistance with such settlement negotiations and litigation, and shall be reimbursed by ISOC on demand for all out-of- pocket expenses (including the reasonable fees of attorneys and other professionals) it incurs in providing the requested assistance.

Terms of Defense and Indemnification. An AMS Indemnified Party shall promptly notify ISOCAMS, in writing, of any claim Claim for which it believes that it is entitled to indemnification under Section 8.6indemnification. An AMS Indemnified Party shall, at ISOCAMS’s request and expense, allow ISOC AMS to conduct and/or settle all negotiations and litigation resulting from the claimClaim. Notwithstanding the foregoing, AMS ISOC or the IETF Trust may employ counsel at its own expense to assist it with respect to any such claimClaim; provided, however, that if the retention of such counsel is necessary because of a conflict of interest of either ISOC AMS or its counsel or because ISOC AMS does not promptly assume control of the claimClaim, ISOC AMS shall bear the expense of such counsel. No AMS Indemnified Party shall have authority to settle any claim on behalf of ISOCAMS. Each AMS Indemnified Party shall, at the request of ISOCAMS, afford commercially reasonable assistance with such settlement negotiations and litigation, and shall be reimbursed by ISOC AMS on demand for all out-of- of-pocket expenses (including the reasonable fees of attorneys and other professionals) it incurs in providing the requested assistance.