Zeroth must defend, indemnify, and hold harmless Customer Indemnified Parties from Losses arising from third-party claims alleging Zeroth’s gross negligence or willful misconduct.

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 (“Losses”)

— 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