Avis 2007 Annual Report Download - page 188

ARTICLE III
ARTICLE IV
3.
GENERAL INDEMNIFICATION PROVISIONS
3.1 All claims for indemnification under this Agreement in respect of any third party claim shall be asserted and resolved as provided in this
Section 3.
3.2 In the event that any third party claim or demand (a “Claim”) for which either party (“Indemnitor”)
may be liable under this Agreement to
indemnify the other party (“Indemnitee”) is asserted against or sought to be collected from Indemnitee, Indemnitee shall as promptly as
practicable inform Indemnitor in writing of the Claim, and shall provide such details of the Claim (including amount, if known) and any
documents relating thereto as are then available to it (the “Claim Notice”). The failure on the part of Indemnitee to give a Claim Notice
promptly shall not relieve the Indemnitor of any indemnification obligations hereunder unless, and then only to the extent that, the
Indemnitor is materially prejudiced thereby.
3.3 The Indemnitor shall have 15 days from delivery of the Claim Notice (the “Notice Period”)
to inform Indemnitee whether or not it desires
to conduct the defence of the Claim, in which case Indemnitor shall, at its sole cost and expense, have the right to defend Indemnitee by
appropriate proceedings and by counsel reasonably acceptable to Indemnitee and shall have the sole power to direct and control such
defence;
provided
that Indemnitee may participate in such defence at its sole cost and expense.
3.4 Indemnitee shall not settle a Claim for which it is indemnified by Indemnitor unless Indemnitor does not defend Indemnitee against such
Claim, except that Indemnitee shall have the sole right to defend, settle or compromise a Claim with respect to which it has waived its
right to indemnification pursuant to this Agreement.
3.5 If Indemnitor does not serve notice under Section 3.3 during the Claim Period, Indemnitee may take such steps as are reasonable to
defend itself against a Claim and to settle or compromise such Claim.
3.6 Unless Indemnitee agrees (such agreement not to be unreasonably withheld) Indemnitor may settle or compromise actions and consent to
entry of judgments only on terms providing for the delivery of the claimant or plaintiff of a duly executed written unconditional release of
Indemnitee from all liability in respect of such action.
3.7 During the Notice Period, Indemnitee may, without prejudicing its right to indemnification, take reasonable actions to preserve all and
any rights with respect to the subject matter of a Claim notified to Indemnitor.
3.8 Indemnitee will provide all assistance and access to all documents and personnel reasonably required by Indemnitor in connection with
the Defence of any Claim.
4.
INDEMNIFICATION BY LICENSEE
4.1
Licensee shall indemnify and hold Licensor harmless from and against any and all damages, claims, losses, costs and expenses (including
reasonable attorneys’ fees) arising out of, caused by or connected directly or indirectly with any breach or non-performance by Licensee
of any of its obligations hereunder. The foregoing shall not limit or negate any rights of indemnity Licensor may have from Licensee
under any other agreement between them.