If a Claim is made by a third party against the State, any State Associate, any Interface Party or any Indemnified IP Person which Project Co is required to indemnify under the Project Documents, the State must:
• notify Project Co of the alleged Claim;
• provide Project Co with the option to conduct the defence of the Claim;
• provide Project Co (at Project Co's expense) with reasonable assistance in negotiating, defending or otherwise taking action or proceedings in respect of that Claim, if Project Co chooses to do so; and
• must not settle a Claim without Project Co's involvement in and agreement to any such settlement.
There are exceptions to the State's obligations, including where:
• the Claim relates to interlocutory proceedings that have commenced on an urgent basis;
• the State reasonably considers that there is insufficient time to notify Project Co or to commence the defence of such proceedings on behalf of the State;
• the State, State Associate, Interface Party or other Indemnified IP Person (as applicable) initially defends such proceedings;
• the State considers the Claim should be conducted by the State, a State Associate, Interface Party or other Indemnified IP Person (as applicable) for public policy reasons; and
• the Claim would prevent the continued development or operation of the Project or continued conduct of the Project Activities.