NuGene shall indemnify Kharazmi to the fullest extent permitted by NuGene’s Bylaws and applicable Delaware law. The Parties further agree that all liabilities incurred by Kharazmi in his capacity as Chairman shall be incurred for the account of NuGene, and Kharazmi shall not be personally liable therefore. Kharazmi shall not be liable to NuGene, or any of its respective subsidiaries, affiliates, employees, officers, directors, agents, representatives, successors, assigns, stockholders, and their respective subsidiaries and affiliates, and NuGene shall, and hereby agrees to, indemnify, defend and hold Kharazmi harmless from and against any and all damages and/or loss or liability (including, without limitation, all cost of defense thereof), for any acts or omissions in the performance of service under and within the scope of this Agreement on the part of Kharazmi, other than for acts which are deemed to be grossly negligent or criminal in nature.