To the fullest extent permitted by law, you will indemnify, defend and hold harmless us and each of our members, affiliates, subsidiaries, customers, directors, officers, employees and agents (collectively, the “Indemnified Persons”) against and from any and all claims, lawsuits, judgments, losses, Recalls (as defined herein), penalties or actions, costs, liabilities, damages and expenses (including attorneys' fees) incurred or to be incurred (collectively, “Claim(s)”):

  1. For your breach of the Purchase Terms;
  2. To the extent it is alleged that the Supplies or the use of the Supplies caused or will cause:
    1. The death of or injury to any person or damage to any property which resulted or is alleged to have resulted from any acts or omissions by you, your employees, subcontractors or agents or from the Supplies or their use;
    2. Your or the Supplies’ failure or alleged failure to comply with any of your warranties, guarantees or representations contained in the Purchase Terms;
    3. A Claim made in connection with any promotional or advertising matter, guarantees, warranties, labels or instructions furnished by you or submitted to you by us to the extent they were approved by you; or
    4. Infringement of any patent, design, trade name, trademark, copyright, trade secret or other intellectual property (collectively, “IP”) right or entitlement of any third party; or
  3. Otherwise arising or alleged to have arisen out of your acts or omissions in performing your obligations under the Purchase Terms

We will notify you as soon as practicable of any Claim and permit you to control the defense thereof. If you should fail to assume your obligations hereunder within 14 days of your receipt of such notice, including your obligation to pursue and pay for the defense thereof, we will have the right, but not the obligation, to defend ourselves and require from reimbursement from you for any and all reasonable costs and expenses (including attorneys’ fees). You will provide us with written notice within 14 days of the receipt of any evidence that an alleged act by us may have been the proximate cause of the Claim. We shall have the right, but not the obligation, to participate as we deem necessary in the defense of any such Claim, at our own expense. Neither of us shall enter into any settlement or compromise of a Claim for the benefit of the other without the express written consent of the other.