Service Provider shall indemnify, hold harmless, release and defend Owner Persons Indemnified from all losses which may be incurred on account of alleged or claimed infringement of any United States patent or United States copyright, or misappropriation of any trade secret, trademark rights, proprietary rights or other intellectual property rights of any third party, arising out of the performance of Services by Service Provider. Owners shall promptly notify Service Provider of such claims, suits and actions in writing and Service Provider shall pay all costs, expenses, settlements and/or judgments resulting therefrom.

Service Provider shall indemnify, hold harmless, release and defend Owner Persons Indemnified from any action brought against Owners, their Affiliates or any of their respective Representatives, to the extent based on a claim that any Licensed IP or any part thereof furnished hereunder, or the use thereof as permitted under this IP License, constitutes an infringement of any United States patent or United States copyright, or misappropriation of any trade secret, trademark rights, proprietary rights or other intellectual property rights of any Third Party; provided, however, Owners shall promptly notify Service Provider of any such claim, suits and actions in writing and Service Provider shall pay all costs, expenses, settlements and/or judgments resulting therefrom.