Common use of Procedures for Google Indemnification Clause in Contracts

Procedures for Google Indemnification. This Section 10.1(d) shall apply to any claim for which Google is obligated to defend or indemnify any U of M Indemnitee, pursuant to Sections 10.1(a), (b), or (c)(1) above. For each such claim under Sections 10.1(a) or (b), Google shall either elect to defend such claim or permit the U of M Indemnitee to defend such claim at Google’s sole cost and expense. For each such claim under Section 10.1(c)(1), Google shall defend such claim at Google’s sole cost and expense. In the event Google defends any such claim: (1) Google shall select counsel reasonably appropriate for such defense and shall pay for all costs incurred by such counsel (including without limitation experts engaged by such counsel); (2) Google shall have sole control over the defense or settlement of any such claim, provided that Google shall not enter into any settlement that includes any admission of wrongdoing by, or any restriction (that does not already exist) on the activities of, any U of M Indemnitee without the consent of such U of M Indemnitee, such consent not to be unreasonably withheld or delayed, provided that such U of M Indemnitee shall have no right to consent to any monetary amount to be paid in settlement by Google; (3) such U of M Indemnitee shall provide reasonable assistance to Google in such defense or settlement; and (4) such U of M Indemnitee may participate in the defense of any such claim with counsel of its own choice, at its own expense. In addition, Google shall pay any damage awards or settlement costs (only for settlements made or consented to by Google) that may be incurred.”