Article 33 | Indemnification

(1)   Each member of the Alliance shall indemnify and hold harmless the Alliance, its Governing Body, the Secretariat of the Indian Society of Artificial Intelligence and Law (ISAIL.IN), and other members from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

(a)   The member’s breach of any provisions of this Charter or any other rules, policies, or agreements established by the Alliance;

(b)   The member’s violation of any applicable laws, regulations, or third-party rights in connection with their participation in the Alliance;

(c)   The member’s use, misuse, or unauthorized modification of the Alliance’s outputs, materials, or resources;

(d)   The member’s infringement of any intellectual property rights or confidentiality obligations related to the Alliance; and

(e)   The member’s negligence, wilful misconduct, or fraudulent acts in connection with their participation in the Alliance.

(2)   The indemnification obligations set forth in this Article shall survive the termination of a member’s participation in the Alliance, and shall extend to the member’s affiliates, employees, agents, and representatives.

(3)   The Alliance, its Governing Body, and the Secretariat of ISAIL.IN shall promptly notify the indemnifying member of any claims or proceedings subject to indemnification under this Article and shall provide reasonable cooperation and assistance in defending against such claims, at the indemnifying member’s expense.

(4)   The indemnifying member shall have the right to assume the defence and control of any claims or proceedings subject to indemnification, with counsel of their choice, provided that the Alliance, its Governing Body, and the Secretariat of ISAIL.IN shall have the right to participate in such defence at their own expense.

(5) No settlement of any claims or proceedings subject to indemnification shall be made without the prior written consent of the Alliance, its Governing Body, and the Secretariat of ISAIL.IN, which shall not be unreasonably withheld or delayed.