Avis 2007 Annual Report Download - page 200

Licensee recognises and acknowledges without any limitation or reservation of any kind or nature Licensor’s interest in and exclusive right to
the System as described above, and to all parts thereof, including, without limitation, all bulletins or procedures and supplements thereto and all
forms set forth or described from time to time therein, and all forms, advertising matter and devices from time to time used as a part of, in
connection with, or applicable to the System, and Licensee further recognises and acknowledges the exclusive right of Licensor to grant this
licence and to grant licences to others to use the System in the conduct of a vehicle rental business. Licensee does hereby accept this licence,
and does covenant and agree to conduct a vehicle rental business only within the Territory, including airports, ports and railroad stations therein
and only in accordance with the methods, rules and regulations of the System as now constituted, or as the same may from time to time be
changed or amended as provided herein.
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.
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2.
LICENSOR’S RIGHTS IN SYSTEM
3.
GENERAL INDEMNIFICATION PROVISIONS