Provision Language
11. WARRANTIES, INDEMNITIES, COMPLIANCE WITH LAW
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11.4 The Parties hereby agree to indemnify one another and its respective officers, directors, shareholders, representatives, agents, employees, successors and assigns (each an “Indemnified Person”) against any and all suits, claims (whether or not successful, compromised or settled), actions, demands, proceedings, judgments, liabilities, expenses and/or losses, including reasonable legal expense and attorneys’ fees (“Losses”), that arise in connection with (i) a Party’s breach of this Agreement; or (ii) a Party’s exercise of its rights pursuant to this Agreement (including for the avoidance of doubt, in respect to MPP, any product liability claim relating to the Product(s) manufactured by or on behalf of Biovac), provided that the indemnification obligation established in this Section 11.4 shall not apply to the extent such Losses arise out of negligence or wilful misconduct by the other Party and its respective officers, directors, shareholders, representatives, agents, employees, successors and assigns. No Party shall be liable to the other Party for any indirect, incidental, consequential, reliance or special damages, including a loss of profit, in connection with this Agreement for any reason whatsoever and howsoever arising. Each Party undertakes to provide the other Party with prompt written notice of a claim under this Section 11.4. The Parties will agree on the appropriate Party to assume control of the defence or negotiation of settlement and will agree to make available all reasonable assistance in defending any claims.