Okla. Stat. tit. 15, § 15-427: Rules for interpretation

In the interpretation of a contract of indemnity, the following

rules are to be applied, unless a contrary intention appears:

1. Upon an indemnity against liability, expressly, or in other

equivalent terms, the person indemnified is entitled to recover upon

becoming liable.

2. Upon an indemnity against claims or demands, or damages or

costs, expressly, or in other equivalent terms, the person

indemnified is not entitled to recover without payment thereof.

3. An indemnity against claims or demands, or liability,

expressly or in other equivalent terms, embraces the costs of

defense against such claims, demands or liability incurred in good

faith, and in the exercise of reasonable discretion.

4. The person indemnifying is bound, on request of the person

indemnified, to defend actions or proceedings brought against the

latter in respect to the matters embraced by the indemnity; but the

person indemnified has the right to conduct such defense, if he

chooses to do so.

5. If, after request, the person indemnifying neglects to

defend the person indemnified, a recovery against the latter,

suffered by him in good faith, is conclusive in his favor against

the former.

6. If the person indemnifying, whether he is a principal or a

surety in the agreement, has not reasonable notice of the action of

proceedings against the person indemnified, or is not allowed to

control its defense, judgment against the latter is only presumptive

evidence against the former.

7. A stipulation that a judgment against the person indemnified

shall be conclusive upon the person indemnifying, is applicable if

he had a good defense upon the merits, which, by want of ordinary

care, he failed to establish in the action.