Intermediate Indemnity Contract Clause
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Indemnity
Each party shall indemnify and hold the other party, its officers, directors, employees, agents, affiliates, successors and permitted assigns (each, an "Indemnified Party") harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, that are incurred by the Indemnified Party, to the extent arising out of or relating to any third-party claim alleging:
- breach or non-fulfillment of any provision of this Agreement by the indemnifying party or its personnel; or
- any negligent or more culpable act or omission of the indemnifying party or its personnel in connection with the performance of this Agreement.
Neither party shall be liable to the extent that the losses arise out of or relate to the negligence or willful misconduct of the Indemnified Party.
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