9.1
Each Party shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim, and all losses, damages or expenses (including reasonable attorneys’ fees and court costs) to the extent that such claim is made or threatened by any third-party and relates to or arises out of death, bodily injury or damage to real and/or tangible property caused by the indemnifying Party’s negligence or willful misconduct.
9.2
Supplier shall defend, indemnify, and hold harmless ALLEANTIA, ALLEANTIA Affiliates, and their officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim, and all losses, damages or expenses (including reasonable attorneys’ fees and court costs) to the extent such claim: (a) is made or threatened by a Client and arises as a result of the failure of any of Supplier’s Products or Services to operate or perform as warranted by Supplier in its terms of sale, or (b) is made or threatened by any third-party and alleges that the use, combination, provision, or sale of any Product or Service infringes or misappropriates any Intellectual Property of such third-party. “Intellectual Property” means any copyright, trade secret, patent, trademark or other intellectual property right of any kind. Supplier shall have no indemnity obligation under part (b) of this Section 9.2 to the extent that a claim arises solely out of the combination, use or modification of the Product or Service in a manner not approved in writing by Supplier.
9.3
The Party seeking indemnification shall (a) promptly notify the indemnifying Party of the claim and furnish it with a copy of each communication relating to the claim, (b) give the indemnifying Party sole authority, at its expense, to defend or settle the claim and to conduct any negotiations related to it, and (c) give the indemnifying Party such assistance and information as may be reasonably necessary to defend or settle the claim, at the indemnifying Party’s expense. The indemnifying Party shall have no obligation to indemnify the indemnified Party under any settlement that is made without the indemnifying Party’s prior written consent. The indemnifying Party shall not compromise the reputation of the indemnified Party, or make any statement or take any action that it should reasonably know is adverse to the interests of the indemnified Party, in connection with the settlement or any negotiations related thereto.