Indemnification

Service Provider will defend, indemnify and hold harmless Teklabspace, their officers, directors, employees, sublicensees, customers and agents from any and all direct or indirect claims, losses, liabilities, damages, expenses and costs (including legal fees and court costs) arising from or relating to: (i) any breach or alleged breach of any representation, warranty or other provision of this Agreement by Service Provider, and (ii) any infringement or alleged infringement by Service Provider, the Services or any Deliverable of any third-party intellectual property rights; (iii) any act, neglect or default of Service Provider or any person authorised by Service Provider to act on Service Provider’s behalf, including any personal injury or property damage (a “Claim”). Teklabspace shall give Service Provider written notice of any such Claim and Teklabspace has the right to participate in the defense of any such Claim at its expense. In no event shall Service Provider settle any Claim without Teklabspace’s written consent (which consent shall not be unreasonably withheld). From the date of written notice from Teklabspace to Service Provider of an such Claim, Teklabspace shall have the right to withhold from any payments due Service Provider under this agreement the amount of any defense costs, plus additional reasonable amounts as security for Service Provider’s obligations under this section.