Intermediate Form Indemnity Contract Clause

Indemnity

Each party (as 'Indemnifying Party') shall indemnify the other party and its officers, directors, employees, and agents (as 'Indemnified Party') from and against any and all losses, damages, liabilities, costs and expenses, including but not limited to reasonable attorneys' fees and disbursements, arising out of or relating to any third-party claim, demand, action or other proceeding (a 'Claim') that relates to:

1. bodily injury, death of any person or damage to real or tangible, personal property resulting from the grossly negligent or willful acts or omissions of Indemnifying Party or its personnel;
2. Indemnifying Party's material breach of any representation, warranty or obligation under this Agreement; or
3. an allegation that the work product provided by the Indemnifying Party infringes a copyright, trademark, or misappropriates a trade secret, of a third party.

Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent any Claim arises out of the Indemnified Party's negligence or willful misconduct.