Indemnity. Consultant will defend, indemnify and hold Company harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting fromany breach by Consultant of any of Consultant’s covenants in this Agreement.

Indemnification. The Consultant hereby agrees to indemnify, defend and hold harmless the Company, and the Company’s officers, directors, and shareholders from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including, without limitation, interest, penalties, and reasonable attorney fees and costs, that the Company may incur or suffer and that arise, result from, or are related to any breach or failure of the Consultant to perform any of the representations, warranties and agreements contained in this Agreement.

Defense and Indemnification. The Company agrees, at its sole expense, to defend Consultant against, and to indemnify and hold Consultant harmless from, any liability, claim, judgment, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including without limitation reasonable attorneys’ fees and other costs and expenses of defense) relating to a claim or suit by a third party against Consultant, either arising from this Agreement, the Consultant’s performance of services for the Company under this Agreement, or any Company products or services which result from the Consultant’s performance of services under this Agreement.

Company shall indemnify, defend and hold harmless Consultant from and against any and all losses, claims, and expenses (including reasonable attorneys' fees) directly or indirectly arising out of, or resulting from: # any act or omission of Company related to services performed by Consultant hereunder, # any breach of any representation, warranty, or covenant of Company contained in this Agreement, or otherwise made to Company.

Indemnity. Consultant shall indemnify, defend, and hold harm less the Company from and against all claims to which the Company may become subject, related to or arising from # Consultant's breach of his obligations under this Agreement, # Consultant's negligence or willful misconduct, or # a breach of Consultant's representations and warranties contained in this Agreement.

Indemnification. Consultant shall indemnify, defend and hold harmless Company from and against any and all losses, claims, and expenses (including reasonable attorneys' fees) directly or indirectly arising out of, or resulting from: # any act or omission of Consultant related to services performed for Company hereunder, # any unauthorized use by Consultant of Confidential Information, # any breach of any representation, warranty, or covenant of Consultant contained in this Agreement, or otherwise made to Company, or # any obligation on the part of Company for any federal or state taxes, FICA, withholding, unemployment insurance, disability insurance, or other charges Company is required to pay in connection with the Compensation.

Indemnification. Except as otherwise provided herein, the Company agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant against all damages, liabilities or costs including reasonable attorneys’ fees and defense costs, arising out of or in any way connected with # a breach of any provision of this Consulting Agreement by the Company or # any acts or omissions of the Company in connection with the provision of the Consulting Services.

Indemnification. Consultant hereby agrees to indemnify, defend and hold harmless Company, its affiliates, officers, directors, agents and employees, successors and assigns, from, against and with respect to any and all third-party claims of any kind based on any negligence, willful misconduct or violation of law or regulation on the part of Consultant or any of Consultant’s Agents in connection with Consultant’s performance of the Services or meeting his/her/its obligations hereunder.

Consultant shall reimburse, indemnify, and hold harmless the Company, and its managers, officers, directors, shareholders, partners, representatives, and agents, for, from, and against any and all claims, damages, losses, deficiencies, liabilities, penalties, charges, costs, and expenses (collectively, “Losses”) resulting from, relating to, or arising out of a breach by Consultant of this Agreement. The Company shall reimburse, indemnify and hold harmless Consultant for, from and against any Losses resulting from, relating to, or arising out of a breach by the Company of this Agreement.

Indemnification. Consultant will indemnify, defend, and hold Company and/or its subsidiaries, affiliates and their respective directors, officers, employees, agents, successors and assigns (“Company Indemnified Parties”) harmless from and against any allegation or claim based on, or any damage, loss, and expense and any other liability (collectively “Claims”) arising from any breach of Consultant’s obligations, representations, or warranties under this Agreement, including any allegation or claim of infringement or misappropriation of any foreign or United States trademark, service mark, patent, copyright, trade secret, or other Proprietary Right. However, the foregoing indemnification does not apply to the extent a Claim results from Company’s negligence or willful misconduct. Consultant’s duty to defend is independent of its duty to indemnify. Consultant’s obligations under this Section are independent of all its other obligations under this Agreement. Consultant will use counsel reasonably satisfactory to Company to defend each Claim, and Company will cooperate with Consultant in the defense. Consultant will not consent to the entry of any judgment or enter into any settlement without Company’s prior written consent, which may not be unreasonably withheld.