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 specified wrongful acts by Zeroth.

Zeroth will defend, indemnify, and hold harmless Customer, its Affiliates, and their respective directors, officers, employees, representatives, and agents

— Zeroth - XXXXX - Master Services Agreement Template.docx

(collectively, the “Customer Indemnified Parties”)

— 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