Common use of Third Party Matters Clause in Contracts

Third Party Matters. Notwithstanding anything herein to the contrary, Cimplx makes no warranties or guarantees regarding (a) the Services that are to be provided by third parties that are not a party to the MSAAS Agreement, or (b) any Services use and utilize the assets, software, or intellectual property of third parties that Cimplx has a contractual right or license to use (the foregoing Services are referred to herein as the “Third Party Services”). In the event of a Service issue or failure with respect to any Third Party Services (a) the parties will work together, each at their own cost and expense, to attempt to either solve the matter or obtain a reasonable solution for the parties (to the extent one is available) from the third party; and (b) if CLIENT desires to pursue a claim against the third party in a court of law, and such claim has a reasonable possibility of success, and Cimplx does not desire to participate in such claim, then CLIENT will be permitted to seek such a claim in a court of law at its own cost and expense, and Cimplx will assign any rights it may have with respect to the third party related to the claim. However, CLIENT hereby acknowledges that taking legal action against any such third party may subject it to indemnification obligations pursuant to the immediately following sentence. CLIENT hereby agrees to indemnify, defend, and hold harmless Cimplx from any and all losses, claims, damages, judgments, expenses, and costs that any third-party provider of Third Party Services may claim or receive from Services Provider arising from or due, in any way whatsoever, to the action, inaction, or negligence of CLIENT (or its employees or agents). CLIENT acknowledges and agrees that Services Provider will enter into contracts or licenses with third parties from time to time related to the Third Party Services. Cimplx will provide copies of any such contracts or licenses related to the Third Party Services within five days of CLIENT’s written request for the same. Cimplx shall have the right to enter into, amend, rework, or modify any contract or license related to any Third Party Services as it determines from time to time at its sole discretion and without the consent of or notification to CLIENT.