Generic Indemnity Clause
(a) Indemnity. Indemnitor shall defend and indemnify Indemnified Party and its Indemnified Associates (as defined below) against any Indemnified Claim (as defined in Subsection __, Indemnified Claims). Indemnitor’s obligations in the preceding sentence include retention and payment of attorneys and payment of court costs, as well as settlement at Indemnitor’s expense and payment of judgments. (The “Indemnified Associates” are the Indemnified Party’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
(b) Litigation. Indemnitor’s obligations set forth in Subsection __(a) above will be excused to the extent that Indemnified Party’s or any Indemnified Associate’s failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or an Indemnified Associate admit wrongdoing or liability or subjects one of them to any ongoing affirmative obligations.