The Client shall indemnify the Company and its shareholders, directors, officers, attorneys, employees, and authorized agents (collectively, the “ Indemnified Persons ”) in accordance with the Company’s provision and rendering of the Services. The Client shall not and shall cause its affiliates and their respective directors, officers, managers, members, employees, shareholders and agents not to, initiate any action or proceeding against the Company or any other Indemnified Person in connection with this Agreement or the Services unless such action or proceeding is based solely upon the breach of this Agreement or the gross negligence or willful misconduct of the Company or any such Indemnified Person. The Company and the Indemnified Persons shall not be deemed agents or fiduciaries of the Client, and will not have the authority to legally bind the Client.