DECISION AND ORDERINTRODUCTION Plaintiff Xerox Corporation (“Plaintiff”) commenced this action on December 8, 2017, seeking damages for defendant Lantronix, Inc.’s (“Defendant”) alleged breach of its obligations under an indemnification clause to the parties’ “Multinational Master Purchase Agreement for Design, Manufacture, and Supply of Wireless Print Adapter” (the “Agreement”). (Dkt. 1). Plaintiff also seeks a declaratory judgment that the Agreement requires Defendant to defend and indemnify Plaintiff in a separate lawsuit filed in the United States District Court for the Eastern District of Texas. (Id.). On January 29, 2018, Defendant answered Plaintiff’s Complaint and asserted three counterclaims. (Dkt. 8).On February 19, 2018, Plaintiff filed a motion to dismiss the counterclaims on the ground that Defendant failed to satisfy the prelitigation requirements set forth in the Agreement’s “Dispute Resolution” clause. (Dkt. 12). On March 9, 2018, Defendant opposed Plaintiff’s motion, and, alternatively, cross-moved to stay the resolution of the motion to dismiss. (Dkt. 18). On June 5, 2018, Defendant filed a motion to amend/correct its counterclaims to allege that it had since engaged in good faith negotiations with Plaintiff in full satisfaction of the Dispute Resolution clause. (Dkt. 25; see Dkt. 27-1).On June 27, 2018, the Court heard argument on each motion. After considering the arguments presented by both sides, the Court ruled from the bench that it granted Defendant’s motion to amend/correct its counterclaims, denied Plaintiff’s motion to dismiss, and denied as moot Defendant’s cross-motion to stay the resolution of the motion to dismiss. (See Dkt. 30). The Court informed the parties that a decision explaining the basis for its determinations would be issued in due course. This Decision and Order is intended to memorialize the Court’s analysis in written form.BACKGROUND1Plaintiff alleges that it and Defendant are parties to the Agreement. (Dkt. 1 at 8; see Dkt. 12-3 (the Agreement)). The Agreement requires Defendant to provide wireless print adapters for Plaintiff to use within its “multifunction printers.” (Dkt. 1 at 9). Plaintiff claims that the Agreement requires Defendant to “indemnify and hold harmless [Plaintiff]…from all Claims whatsoever resulting from any alleged or actual infringement of any third party’s [intellectual property] Rights” that may arise from the wireless print adapters. (Id. at 10). The Agreement also requires Defendant to “intervene in or defend any such proceedings” for the violation of a third party’s intellectual property rights at Plaintiff’s “option and [Defendant]‘s expense…upon notice by [Plaintiff] to [Defendant].” (Id.).On March 9, 2017, several non-party individuals filed a complaint against Plaintiff in the United States District Court for the Eastern District of Texas (the “Texas Action”). (Id. at 12). The Texas Action alleged that Plaintiff infringed upon certain registered federal patents, and that these patent violations involved the wireless print adapters supplied by Defendant under the Agreement. (Id. at
13-14).By letter dated March 29, 2017, Plaintiff demanded that Defendant “fulfill its defense and indemnification obligations under the Agreement.” (Id. at 15). Defendant refused to do so, and, as a result, Plaintiff incurred attorneys’ fees and litigation costs in defending the Texas Action. (Id. at
