The Purchaser’s Indemnification. 11.2.1 The Purchaser shall indemnify and hold the Service Provider harmless from and against any and all damages, costs, losses and expenses, direct or indirect, arising out of or in connection with the Purchaser’s use of any Services or Results, including but not limited to any Third party claims on Intellectual Property Rights infringement. 11.2.2 The Service Provider shall after receipt of notice of a claim related to the Purchaser’s use of any Services or Results from the Service Provider notify the Purchaser of such claim in writing and the Purchaser shall following receipt of such notice, to the extent permitted under applicable law, at its own cost conduct negotiations with the Third party presenting the claim and/or intervene in any suit or action. The Purchaser shall at all times keep the Service Provider informed of the status and progress of the claim and consult with the Service Provider on appropriate actions to take. If the Purchaser fails to or chooses not to take actions to defend the Service Provider within a reasonable time, or at any time ceases to make such efforts, the Service Provider shall be entitled to assume control over the defence against such claim and/or over any settlement negotiation at the Purchaser’s cost. Any settlement proposed by the Purchaser on its own account must take account of potential implications for the Service Provider and shall therefore be agreed in writing with the Service Provider before settlement. Each Party will at no cost furnish to the other Party all data, records, and assistance within that Party’s control that are of importance in order to properly defend against a claim.
Appears in 4 contracts
Samples: Service Agreement (Polestar Automotive Holding UK LTD), Service Agreement (Polestar Automotive Holding UK LTD), Service Agreement (Polestar Automotive Holding UK LTD)
The Purchaser’s Indemnification. 11.2.1 The Purchaser shall indemnify and hold the Service Provider harmless from and against any and all damages, costs, losses and expenses, direct or indirect, arising out of or in connection with the Purchaser’s use of any Services or Results, including but not limited to any Third party claims on Intellectual Property Rights infringement.,
11.2.2 The Service Provider shall after receipt of notice of a claim related to the Purchaser’s use of any Services or Results from the Service Provider notify the Purchaser of such claim in writing and the Purchaser shall following receipt of such notice, to the extent permitted under applicable law, at its own cost conduct negotiations with the Third party presenting the claim and/or intervene in any suit or action. The Purchaser shall at all times keep the Service Provider informed of the status and progress of the claim and consult with the Service Provider on appropriate actions to taketike. If the Purchaser fails to or chooses not to take actions to defend the Service Provider within a reasonable time, or at any time ceases to make such efforts, the Service Provider shall be entitled to assume control over the defence against such claim and/or over any settlement negotiation at the Purchaser’s cost. Any settlement proposed by the Purchaser on its own account must take account of potential implications for the Service Provider and shall therefore be agreed in writing with the Service Provider before settlement. Each Party will at no ho cost furnish to the other Party all data, records, and assistance within that Party’s control that are of importance in order to properly defend against a claim.
Appears in 1 contract
Samples: Service Agreement (Polestar Automotive Holding UK LTD)
The Purchaser’s Indemnification. 11.2.1 The Purchaser shall indemnify and hold the Service Provider harmless from and against any and all damages, costs, losses and expenses, direct or indirect, arising out of or in connection with the Purchaser’s use of any Services or Results, including but not limited to any Third party Party claims on Intellectual Property Rights infringement.infringement . Appendix 2—Service Agreement (ME) 11(16)
11.2.2 The Service Provider shall after receipt of notice of a claim related to the Purchaser’s ’ s use of any Services or Results from the Service Provider notify the Purchaser of such claim in writing and the Purchaser shall following receipt of such notice, to the extent permitted under applicable law, at its own cost conduct negotiations with the Third party Party presenting the claim and/or intervene in any suit or action. The Purchaser shall at all times keep the Service Provider informed of the status and progress of the claim and consult with the Service Provider on appropriate actions to take. If the Purchaser fails to or chooses not to take actions to defend the Service Provider within a reasonable time, or at any time ceases to make such efforts, the Service Provider shall be entitled to assume control over the defence against such claim and/or over any settlement negotiation at the Purchaser’s cost. Any settlement proposed by the Purchaser on its own account must take account of potential implications for the Service Provider and shall therefore be agreed in writing with the Service Provider before settlement. Each Party will at no cost furnish to the other Party all al! data, records, and assistance within that Party’s control that are of importance in order to properly defend against a claim.
Appears in 1 contract
Samples: Service Agreement (Polestar Automotive Holding UK LTD)