"Intellectual Property Rights" - means all intellectual property rights of any nature or form of protection of a similar nature or having equivalent or similar effect to any of the foregoing, including, without limitation:  (a) inventions, discoveries, processes, designs, techniques, developments, technology, and related improvements, whether or not patentable; (b) [United States] patents, patent applications, divisionals, continuations, reissues, renewals, registrations, confirmations, re-examinations, certificates of inventorship, extensions, and the like, and any provision applications of any such patents or patent applications, and any foreign or international equivalent of any of the foregoing; (c) any word, name, symbol, color, designation, or device or any combination thereof, including, without limitation, any [United States] or pending trademark, trade dress, service mark, service name, trade name, brand name, logo, domain name, or business symbol, and any foreign or international equivalent of any of the foregoing and all goodwill associated therewith; (d) any work, whether or not registered in the [United States] or elsewhere, that incorporate, is based upon, derived from, or otherwise uses any intellectual property, including, without limitation, mechanical and electronic design drawings (including, without limitation, computer-aided design files), specification, software (including, without limitation, documentation and object and source code listing), processes, technical or engineering data, test procedures, schematics, writings, materials, products, artwork, packaging and advertising materials; and (e) technical, scientific, and other know-how and information, trade secrets, knowledge, technology, means, methods, processed, practices, formulas, assembly procedures, computer programs, apparatuses, specifications, books, records, production data, publications, databases, reports, manuals, data and results, in written, electronic, or any other form not known or hereafter developed.

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.