Indemnification. The Company shall indemnify and hold harmless and defend the Service Provider, Contract Employees, its affiliates and any of their respective officers, partners, directors, employees and agents, from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to counsel of the Service Provider’s choice), judgments, fines, settlements and other amounts arising out of or relating to acts or omissions taken by the Service Provider in good faith while performing the Services for the Company. The Service Provider shall indemnify and hold harmless and defend the Company, its affiliates and any of their respective officers, partners, directors, employees, Contract Employees, and agents from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to counsel of the Service Provider’s choice), judgments, fines, settlements and other amounts arising out or in violation of any instruction of the Company. Indemnitees shall not be entitled to indemnification under this [Section 7] with respect to any claim, issue or matter in respect of which it has committed fraud, willful breach of this Agreement or willful or wanton misconduct.

The Company shall indemnifyhereby agrees to indemnify, defend and hold harmless and defend the Service Provider, Contract Employees, its affiliatesofficers, directors and any of their respective officers, partners, directors, employees and agents,employees, from and against any and all claims, demands, losses, claims, damages, liabilitiesliabilities, actions, lawsuits and other proceedings, judgements and awards, and costs and expenses (including without limitation, reasonable attorney’s fees payable to counsel of the Service Provider’s choice)attorneys' fees), judgments, fines, settlements and other amounts arising directly or indirectly, in whole or in part out of or relating to acts or omissionsany action taken by the Service Provider in good faith while performingwithin the Services forscope of its duties or authority hereunder, excluding only such of the Company. The Service Provider shall indemnify and hold harmless and defendforegoing as result from the Company, its affiliates and any of their respective officers, partners, directors, employees, Contract Employees, and agents from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to counselnegligence or willful acts or omissions of the Service Provider’s choice), judgments, fines, settlementsProvider, its officers, directors, agents and other amounts arising out or in violation of any instruction of the Company. Indemnitees shall not be entitled to indemnification under this [Section 7] with respect to any claim, issue or matter in respect of which it has committed fraud, willful breachemployees. The provisions of this Agreement or willful or wanton misconduct.section shall survive termination of this Agreement.

The Company shall indemnifyService Provider hereby agrees to indemnify, defend and hold harmless the Company and defend the Service Provider, Contract Employees, its affiliatesofficers, directors and any of their respective officers, partners, directors, employees and agents, from and against any and all claims, demands, losses, claims, damages, liabilitiesliabilities, action, lawsuits and other proceedings, judgments and awards, fines and penalties, and costs and expenses (including without limitation, reasonable attorney’s fees payable to counselattorneys' fees), arising directly or indirectly, in whole or in part, out of the negligence or any willful act or omission of the Service Provider’Provider or of any of its officers, directors, agents or employees, in connection with this Agreement or the performance of the Service Provider's choice), judgments, fines, settlements and other amounts arisingServices hereunder, or out of or relating to acts or omissionsany action taken by the Service Provider in good faith while performingbeyond the Services for the Company. The Service Provider shall indemnify and hold harmless and defend the Company, its affiliates and any of their respective officers, partners, directors, employees, Contract Employees, and agents from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to counselscope of the Service Provider’Provider's choice), judgments, fines, settlements and other amounts arising outduties or in violation of any instruction of the Company. Indemnitees shall not be entitled to indemnification under this [Section 7] with respect to any claim, issue or matter in respect of which it has committed fraud, willful breachauthority hereunder. The provisions of this Agreement or willful or wanton misconduct.section shall survive termination of this Agreement.