Extract to table

Northgate Americas has no meaningful ability to assess, monitor, or mitigate intellectual property risk in the ArcMesh platform; it must rely entirely on Cedarpoint's representations regarding the platform's freedom to operate

The MSA includes three standard carve-outs from Cedarpoint's IP infringement indemnification obligation: (i) Cedarpoint shall not be liable for infringement arising from modifications to the ArcMesh platform made by Northgate Americas without Cedarpoint's prior written authorization; (ii) Cedarpoint shall not be liable for infringement arising from the use of the ArcMesh platform in combination with non-Cedarpoint products, services, or technology where the infringement would not have arisen from the ArcMesh platform standing alone; and (iii) Cedarpoint shall not be liable for infringement arising from Northgate Americas' use of the ArcMesh platform outside the scope of the license granted under the MSA

2(b) of the draft MSA, Northgate Americas shall indemnify Cedarpoint against third-party claims relating to Northgate Americas-provided data or content transmitted over the managed network

Notice Requirements The indemnified party must provide prompt written notice to the indemnifying party of any third-party claim for which indemnification is sought under the MSA

To exercise this right, the indemnifying party must deliver written notice to the indemnified party within a reasonable period after receiving the indemnification notice

The indemnifying party's right to control the defense is subject to the following conditions, each of which is designed to protect the indemnified party's interests: (i) The indemnifying party must retain defense counsel that is reasonably satisfactory to the indemnified party