Indemnification by CloudMinds Sample Clauses
The "Indemnification by CloudMinds" clause requires CloudMinds to protect and compensate the other party against certain losses, damages, or legal claims arising from specific actions or omissions by CloudMinds, such as intellectual property infringement or breach of contract. In practice, this means that if a third party sues the customer for issues caused by CloudMinds’ products or services, CloudMinds will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk and provide assurance to the customer that they will not bear financial responsibility for problems caused by CloudMinds’ conduct.
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Indemnification by CloudMinds. Subject to the exceptions in Section 10.5.4, CloudMinds will indemnify, settle and defend any unaffiliated third- party court claim, lawsuit, or cause of action against RED and its officers, directors, shareholders, agents and employees (the “Indemnified Parties”) to the extent based upon an allegation that the Technology owned by CloudMinds (including CloudMinds Background Technology) as used in the Products infringes on any Intellectual Property Rights of such third party, and CloudMinds will pay all damages, liabilities, awards, judgments, costs and expenses (including reasonable attorney’s fees) payable to such a third party as finally awarded against the Indemnified Parties for such third- party claim or agreed to in settlement approved by CloudMinds in writing, provided that: (a) RED notifies CloudMinds promptly in writing of such claim; (b) CloudMinds shall have the right to solely control and conduct the defense and any settlement of the claim (subject to any limitations imposed by law); and (c) RED fully and timely cooperates and provides all requested authority, information and assistance within its control to CloudMinds. CloudMinds shall not be liable for any settlement it does not approve in writing, which approval shall not be unreasonably withheld.