BINDVIEW 2-2005 - Laserfiche WebLink

Home Browse Search

" ..' 19. Claim Defense 19.1 The defending party's obligations 19.2 The protected party's obligations GENERAL PROVISIONS In any situation in which a provision ofthis Agreement requires a party ("defending party") to pro- vide a Claim Defense against a third-party claim, the defending party will do the following at its own expense, subject to Section 19.2 below: a) defend the party entitled to the Claim Defense ("protected party") against the claim; b) indemnify the protected party against any award of damages, court costs, or attorneys' fees to the extent it arises from such claim; c) provide all reasonable cooperation with any separate counsel that the protected party may elect to engage (at its sole option and expense) to monitor the defense; and d) other than as othen\lise provided in this Agreement or agreed in writing between the parties, not settle the claim without the protected party's consent if the settlement would have any binding effect on the protected party. To be entitled to the benefits of Section 19.1, the protected party must: a) notify the indemnifying party of the claim in time to avoid materially prejudicing the indemnify- ing party's ability to conduct the defense; b) allow the defending party to control the defense and cooperate with it in providing the defense (the defending party shall reimburse the protected party for its reasonable out-of-pocket expenses incurred in such cooperation); c) not make any non-factual admission in respect of the claim without the defending party's consent; and d) not settle the claim without the defending party's consent if the settlement would have any bind- ing effect on the defending party. BINDVIEW CUSTOMER AGREEMENT 95-3172 PAGE 24