The Contractor hereby agrees to indemnify and hold harmless the Company and its affiliates, and their officers, agents and employees, from and against any and all liability, loss, damage, cost and expense (including legal fees and costs) on account of any claim, suit or action made or brought against the Company, or their officers, agents or employees, arising from the Contractor’s gross negligence or willful misconduct (each as determined by a court) relating to the Consulting Services performed or materials provided by the Contractor hereunder.