CHANNELPOINT INDEMNITY Clause Samples

CHANNELPOINT INDEMNITY. ChannelPoint shall defend GEFA and pay any resulting damages, costs and expenses finally awarded to a third party or paid in settlement with respect to all claims, suits or proceedings brought by any third party against GEFA or its directors, officers, agents and employees arising from (a) any breach of the warranties in Section 8.2 or (b) any claim alleging that GEFA's use of the Service in conformance with this Agreement infringes any third party's intellectual property right or privacy right, except to the extent such claim arose out of any breach of this Agreement by GEFA. As a condition of the foregoing, GEFA shall (i) promptly notify ChannelPoint of any indemnifiable claim; (ii) give ChannelPoint sole control over the defense and settlement of such claims; and (iii) provide reasonable cooperation and assistance to ChannelPoint in conducting its defense, at ChannelPoint's expense; provided, however, that GEFA may participate in the defense at its expense and GEFA's advance written approval is required for any settlement that imposes any executory obligation on GEFA (beyond the payment of money in settlement of the claim) and does not unconditionally release GEFA.