Common use of Notice and Control Clause in Contracts

Notice and Control. The party that first receives notice of a Claim must promptly notify the other party in writing providing reasonable details of the Claim. Except where Entelar has expressly waived its right to be indemnified under clause 10.1 in respect of a particular Claim, Entelar must not make any admission of liability or purport to settle that Claim without Supplier’s prior written consent, and at Supplier’s request and expense Entelar must allow Supplier to conduct or settle all negotiations and litigation resulting from the Claim, provided that: (a) Entelar will be entitled to be represented at, and consulted on, all such negotiations and litigation; (b) Supplier will not be entitled to make any admission of wrongdoing on Entelar’s behalf; (c) unless Entelar specifically agrees otherwise in writing, Supplier will not be entitled to compromise or settle the Claim on any basis that does not involve a complete release by the claimant(s) in favour of Entelar, in respect of any and all liability in connection with the Claim; and (d) at Supplier’s request, Entelar will provide reasonable assistance with such negotiations or litigation, and Supplier must reimburse Entelar for its reasonable staff costs and out of pocket expenses incurred for that purpose.