Mutual Indemnification

Vendor shall defend, indemnify, and hold harmless Client and its affiliates, and their respective officers, directors, and employees, from and against third-party claims, and resulting damages, losses, and reasonable costs (including reasonable attorneys' fees), to the extent arising from: (a) an allegation that the Deliverables, as delivered by Vendor and used as permitted, infringe or misappropriate a third party's intellectual-property rights (subject to USI_IP_03); (b) Vendor's breach of its data-protection or confidentiality obligations resulting in a security incident; or (c) Vendor's gross negligence, willful misconduct, or fraud. Client shall defend, indemnify, and hold harmless Vendor on the same terms to the extent arising from (i) Client materials or instructions that Vendor was required to follow and that caused the infringement or breach, or (ii) Client's gross negligence, willful misconduct, or fraud. The indemnified party shall give prompt notice of the claim, allow the indemnifying party to control the defense (with the indemnified party's right to participate at its own cost), and provide reasonable cooperation; no settlement imposing a non-monetary obligation on the indemnified party shall be made without its consent. For an infringement claim, Vendor may, at its option and expense, procure the right to continue using the affected Deliverable, modify it to be non-infringing while preserving materially equivalent functionality, or, if neither is commercially reasonable, refund the fees paid for the affected Deliverable.