Indemnification

Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party, its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Party") 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 reasonable attorneys' fees, that are incurred by the Indemnified Party arising out of or related to: (a) any breach or non-fulfillment of any representation, warranty, or obligation under this Agreement by the Indemnifying Party; (b) any negligent or wrongful act or omission of the Indemnifying Party or its personnel; or (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the willful or negligent acts or omissions of the Indemnifying Party. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim and shall provide reasonable cooperation in the defense of such claim at the Indemnifying Party's expense.