Each Party shall Indemnify the other Party's each Indemnitee against any Loss the Indemnitee may sustain or suffer as a result of or in connection with:

(a)     misrepresentation of that Party [or any of that Party's Related Persons],

(b)     breach by that Party of any of its warranties under this Agreement,

(c)     breach by that Party of any of its obligations or covenants under this Agreement, including those relating to Taxes,

(d)     that Party’s [or any of that Party's Related Persons] violation of or failure to comply with any Applicable Law, including those relating to Taxes,

(e)     Claims of or relating to infringement of Intellectual Property Rights,

(f)      wilfull misconduct by or negligence of that Party [or any of that Party's Related Persons], 

(g)     personal injury, disease or death to or loss of, or damage to a propery of any employee or other personnel of that Party or any of that Party's Related Persons,

(h)      personal injury, disease or death to or loss of, or damage to a propery of any third party, to the extent that the same results from any act or omission (whether wilfull, negligent or otherwise) [or wilfull misconduct], negligence or breach of statutory duty of the other Party [or any of that Party's Related Persons].

The indemnities given by the Parties under the Agreement are full and primary.  These indemnities shall apply to and be effective with respect any Loss regardless of whether it is covered by any insurance.

Conduct of Proceedings

In the event a Claim against the Indemnified Party under Clause [●] is by a third party, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel of its own choosing (but reasonably acceptable to the Indemnified Party) and at its own expense, the settlement or defense thereof unless (i) the Indemnifying Party is also a party to the proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such proceeding, and provide indemnification with respect thereto, and if it so decides, the Indemnified Party shall cooperate with it in connection therewith, provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by it, and provided further that the fees and expenses of such counsel shall be borne by the Indemnified Party. 

The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any action, unless such settlement or compromise includes an unconditional release of the Indemnified Party and such settlement or compromise requires only the payment of monetary damages. 

If the Indemnifying Party does not notify the Indemnified Party within [30 days] after the receipt of notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not pay or settle any such claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). 

The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Clause, including, but not limited to, providing the other Party with reasonable access to employees and officers (including as witnesses) and other information.