This analysis describes what NVIDIA NIM's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
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Ramp will have sole control and authority to defend the claim, provided (i) Company may participate in the defense and settlement of the claim with counsel of its own choosing at its own expense.
The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder, provided that the Indemnifying Party may not settle any Claim without the Indemnified Party's prior written approval unless...
the Indemnifying Party being given full and complete control over the defense and settlement of the Claim
"If breach of this Section 14.1.4.1 prejudices the defense of the Indemnifiable Claim, the indemnifying party’s obligations under Section 14.1.1 (NVIDIA Indemnification Obligations) or 14.1.3 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice The indemnifying party has sole control of the defense and all negotiation for any settlement or compromise of the Indemnifiable Claim; subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to make a statement admitting liability or pay money, will require the indemnified party's prior written consent...Excerpt from NVIDIA NIM's NVIDIA Software License Agreement
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The clause states: “If breach of this Section 14.1.4.1 prejudices the defense of the Indemnifiable Claim, the indemnifying party’s obligations under Section 14.1.1 (NVIDIA Indemnification Obligations) or 14.1.3 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice The indemnifying party has sole control of the defense and all negotiation …”
ConductAtlas has identified this type of provision across 224 platforms. See the full comparison.
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