Intermediate Form Indemnity Contract Clause

Indemnity

Each party ('Indemnifying Party') shall indemnify and hold the other party ('Indemnified Party'), its officers, directors, employees and agents harmless from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses arising from:

1. a material breach of any representation or warranty of the Indemnifying Party contained herein;
2. any acts or omissions of or by the Indemnifying Party which amount to negligence; and
3. any claim that the intellectual property provided by the Indemnifying Party infringes, misappropriates or violates any intellectual property of any third party.

The Indemnified Party shall not be indemnified to the extent the damages, losses, claims, liabilities, costs and expenses are caused by its own negligence or willful acts.