Indemnity Conditions. Service Provider’s defense and indemnification obligations under this Section 12 are conditioned upon the following: (i) District providing Service Provider with prompt written notice of any claim for which indemnification is sought, provided however that no delay on the part of the District shall relieve Service Provider from any obligation hereunder; (ii) Service Provider having sole control of the defense and settlement of such claim, provided, however, that Service Provider will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of District (which consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by Service Provider, does not impose any obligation upon District, and Service Provider obtains the full and complete release of District; District shall have the right to have any suit or proceeding monitored by counsel of District’s choice and at its expense; and (iii) District’s reasonable cooperation with Service Provider in the defense and settlement of the claim, at Service Provider's expense.The provisions of this Section 12 shall survive the termination or expiration of this Agreement.
Appears in 1 contract
Sources: Software Subscription and Support Services Agreement
Indemnity Conditions. Service ProviderContractor’s defense and indemnification obligations under this Section 12 14 (“Warranty and Indemnification”) are conditioned upon the following: (i) District providing Service Provider Contractor with prompt written notice of any claim for which indemnification is sought, provided however that no delay on the part of the District shall relieve Service Provider Contractor from any obligation hereunder; (ii) Service Provider Contractor having sole control of the defense and settlement of such claim, provided, however, that Service Provider Contractor will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of District (which consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by Service ProviderContractor, does not impose any obligation upon District, and Service Provider Contractor obtains the full and complete release of District; District shall have the right to have any suit or proceeding monitored by counsel of District’s choice and at its expense; and (iii) District’s reasonable cooperation with Service Provider Contractor in the defense and settlement of the claim, at Service ProviderContractor's expense.The provisions of this Section 12 shall survive the termination or expiration of this Agreement.
Appears in 1 contract
Sources: Professional Services
Indemnity Conditions. Service Provider’s defense and indemnification obligations under this Section 12 are conditioned upon the following: (i) District providing Service Provider with prompt written notice of any claim for which indemnification is sought, provided however provided, however, that no delay on the part of the District shall relieve Service Provider from any obligation hereunder; (ii) Service Provider having sole control of the defense and settlement of such claim, provided, however, that Service Provider will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of District (which consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by Service Provider, does not impose any obligation upon District, and Service Provider obtains the full and complete release of District; District shall have the right to have any suit or proceeding monitored by counsel of District’s choice and at its expense; and (iii) District’s reasonable cooperation with Service Provider in the defense and settlement of the claim, at Service Provider's expense.The provisions of this Section 12 shall survive the termination or expiration of this Agreement.
Appears in 1 contract
Sources: Software Subscription and Support Services Agreement
Indemnity Conditions. Service Provider’s defense and indemnification obligations under this Section 12 are conditioned upon the following: (i) District providing Service Provider with prompt written notice of any claim for which indemnification is sought, provided however that no delay on the part of the District shall relieve Service Provider from any obligation hereunder; (ii) Service Provider having sole control of the defense and settlement of such claim, provided, however, that Service Provider will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of District (which consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by Service Provider, does not impose any obligation upon District, and Service Provider obtains the full and complete release of District; District shall have the right to have any suit or proceeding monitored by counsel of District’s choice and at its expense; and (iii) District’s reasonable cooperation with Service Provider in the defense and settlement of the claim, at Service Provider's expense.The provisions of this Section 12 shall survive the termination or expiration of this Agreement.
Appears in 1 contract
Sources: Master Agreement for Software Subscription and Support Services