Common use of Terms of Defense and Indemnification Clause in Contracts

Terms of Defense and Indemnification. An Indemnified Party shall promptly notify AMS, in writing, of any Claim for which it believes that it is entitled to indemnification. An Indemnified Party shall, at AMS’s request and expense, allow AMS to conduct and/or settle all negotiations and litigation resulting from the Claim. Notwithstanding the foregoing, ISOC or the IETF Trust 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 AMS or its counsel or because AMS does not promptly assume control of the Claim, AMS shall bear the expense of such counsel. No Indemnified Party shall have authority to settle any claim on behalf of AMS. Each Indemnified Party shall, at the request of AMS, afford commercially reasonable assistance with such settlement negotiations and litigation, and shall be reimbursed by AMS 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 AMSISOC, in writing, of any Claim claim for which it believes that it is entitled to indemnificationindemnification under Section 8.6. An AMS Indemnified Party shall, at AMSISOC’s request and expense, allow AMS ISOC to conduct and/or settle all negotiations and litigation resulting from the Claimclaim. Notwithstanding the foregoing, ISOC or the IETF Trust AMS 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 AMS ISOC or its counsel or because AMS ISOC does not promptly assume control of the Claimclaim, AMS ISOC shall bear the expense of such counsel. No AMS Indemnified Party shall have authority to settle any claim on behalf of AMSISOC. Each AMS Indemnified Party shall, at the request of AMSISOC, afford commercially reasonable assistance with such settlement negotiations and litigation, and shall be reimbursed by AMS ISOC 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.