Ivey agrees to indemnify and hold harmless the Company and its successors and assigns, from and against any and all losses, damages, costs, expenses (including attorneys’ fees and other costs of defending any action) which it may incur as a result of any claim relating to (a) the breach or nonfulfillment of any covenant, agreement or representation on the part of Ivey under this Agreement, and (b) any act or omission of Ivey or the failure Ivey to conform to or comply with any federal, state or local laws, regulations or standards.