An indemnified party’s failure to provide a Claim Notice does not relieve the indemnifying party of liability, except that the indemnifying party is not liable for Losses directly resulting from delayed notice when the delay materially prejudices the defense of the related Third-Party Claim.

An indemnified party’s failure to provide a Claim Notice under this Section 11.3 does not relieve the indemnifying party of any liability

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that the indemnifying party may have to the indemnified party

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but in no event shall the indemnifying party be liable for any Losses that result directly from a delay in providing such notice

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which delay materially prejudices the defense of the related Third-Party Claim

— Zeroth - XXXXX - Master Services Agreement Template.docx