Procedural Limitations. The obligations of OSS to indemnify the DOCX Indemnified Party under this Agreement are contingent upon (i) the DOCX Indemnified Party giving prompt written notice to the OSS of any Action, (ii) OSS having, at its option, control of the defense and related settlement negotiations; (iii) OSS receiving the reasonable cooperation of the DOCX Indemnified Party in the defense of any Action. The DOCX Indemnified Party shall have the option to hire counsel of its choice at its own expense in defense of any Action, and OSS shall not compromise, settle or consent to the entry of a judgment with respect to any Action without the prior written consent of the DOCX Indemnified Party.
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Sources: Development Services and Referral Agreement (Document Sciences Corp), Development Services and Referral Agreement (Document Sciences Corp)