Mutual Indemnification

Each party ("Indemnifying Party") shall defend, indemnify, and hold harmless the other party and its officers, directors, and employees from and against any third-party claims, damages, liabilities, and reasonable attorneys' fees arising from the Indemnifying Party's (a) gross negligence or willful misconduct, or (b) material breach of this Statement of Work. The indemnified party shall (i) promptly notify the Indemnifying Party of any such claim, (ii) give the Indemnifying Party sole control of the defense and settlement, and (iii) provide reasonable cooperation at the Indemnifying Party's expense.