<u>#SC. WARRANTY AND INDEMNIFICATION:</u><br />Advertiser warranties that it owns any and all right, title and interest in and to, including copyrights, licensing, trade secret, patent and other intellectual property rights, with respect to any copy, photograph, advertisement, or other work or thing provided to Green Sheet for publication pursuant to this Agreement.

Advertiser agrees to indemnify, defend and hold Green Sheet harmless with respect to any third party claims, loss, liability, damage or judgment suffered by Green Sheet,  which results from the use by Green Sheet of any materials or ads provided by Advertiser under this agreement, including reasonable attorney's fees and court costs,except where such claims are based upon the breach of this Agreement by Green Sheet or the negligence or intentional misconduct of Green Sheet. 

In connection with the foregoing, Advertiser will indemnify provided that the Green Sheet (a) promptly notifies Advertiser in writing of any such claim for which indemnity is claimed; (b) cooperates reasonably with Advertiser in the defense and settlement thereof and (c) allows advertiser to control the defense and settlement thereo0f. Green Sheet will have the right to participate in the defense of a claim and/or be represented by counsel of its choosing at its own expense, provided that the ultimate control of such defense shall remain solely with Advertiser.
