Zeroth must defend, indemnify, and hold harmless the Customer Indemnified Parties from Losses arising from Third-Party Claims alleging Zeroth’s gross negligence or willful misconduct so that Customer is protected against those forms of wrongful conduct by Zeroth.

Zeroth will defend, indemnify, and hold harmless Customer

— Zeroth - XXXXX - Master Services Agreement Template.docx

from and against any and all claims, losses, damages, suits, fees, judgments, compromises, or settlements, costs, and expenses

— Zeroth - XXXXX - Master Services Agreement Template.docx

to the extent based upon or arising from a third-party claim

— Zeroth - XXXXX - Master Services Agreement Template.docx

alleging (a) Zeroth’s gross negligence or willful misconduct

— Zeroth - XXXXX - Master Services Agreement Template.docx