Each party agrees to indemnify and hold the other party, its agents, and its employees harmless from and against any third-party claim, action, or liability (including damages, costs, expenses, and reasonable attorneys’ fees) that may arise against the indemnified party as the result of: (a) injuries or property damage caused by the indemnifying party’s employees; (b) the indemnifying party’s failure to comply with all applicable laws and regulations; and (c) the misappropriation or misuse of the indemnified party’s Confidential Information by the indemnifying party.  The indemnifying party shall have the right to exercise reasonable control over any litigation within the scope of this indemnity; provided, however, that the indemnified party shall have the right to participate in any such litigation insofar as it concerns claims against it.  That right to participate includes the indemnified party’s right to select and retain counsel to represent it at the indemnified party’s own expense.