HCHB will indemnify, defend and hold Client, its affiliates and other customers or clients, harmless from and against any and all costs, liabilities, losses, expenses, including reasonable attorneys’ fees, (collectively, “Losses”) resulting from or arising out of (a) HCHB’s breach of any representation or warranty in this Agreement; (b) HCHB’s breach of the Business Associate Agreement; and (c) any claim, suit, action or proceeding (each, an “Action”) brought by any third party against such indemnified entities alleging (i) the infringement or misappropriation of any intellectual property right relating to the delivery or use of the HCHB System, the HCHB Website or the Licensed Software, but excluding any infringement contributorily caused by Client; or (ii) the personal injury or damage to real or tangible personal property caused by the negligence or willful misconduct of HCHB. Client will indemnify, defend and hold HCHB, its affiliates and other customers or clients, harmless from and against any and all Losses resulting from or arising out of any Action brought against HCHB, its affiliates or clients alleging any damage or destruction to the HCHB System, the Licensed Software, or HCHB Website caused by Client, any Authorized User, or their respective agents or employees, or which result from Client’s breach of this Agreement, the breach of any representation or warranty made by Client in this Agreement, or the failure to comply or otherwise observe the reasonable policies and procedures of HCHB provided by it in the Manuals or any written supplements thereto. Each party’s indemnification obligations hereunder shall be subject to (i) receiving reasonably prompt written notice of the existence of any Action; (ii) being able to, at its option, control the defense of such Action; (iii) permitting the indemnified party to participate in the defense of any such Action; and (iv) receiving full cooperation of the indemnified party in the defense thereof.