Common use of Indemnification of Provider Clause in Contracts

Indemnification of Provider. breach of any of its representations, warranties or covenants with respect to compliance with US Export Controls and Trade Sanctions, or (c) data sharing with Client vendors at the direction of Client, provided that Provider promptly notifies Client in writing of the claim, cooperates with Client, and allows Client sole authority to control the defense and settlement of such claim; provided that Client will not settle any third- party claim against Provider unless such settlement completely and forever releases Provider from all liability with respect to such claim or unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.