TALARI NETWORKS, INC.Intellectual Property Infringement Indemnification Agreement • December 13th, 2013
Contract Type FiledDecember 13th, 2013VENDOR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. VENDOR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to VENDOR prompt written notice of the Claim; (ii) an Indemnified Party gives to VENDOR sole authority and control of the defense and/or settlement of the Claim; provided, however, that VENDOR shall not enter into any settlement that binds NACR and/or End User (as the case may be) in any way without the consent of NACR and/or End User (as the case may be), which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at VENDOR’s expense, provides all reasonable information and assistance requested by VENDOR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in