<u>#SC. 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.

Each party shall indemnify, defend and hold harmless the other party and its parents, subsidiaries, affiliates and their respective directors, officers, employees, agents and subcontractors against all third party claims or actions, and any liabilities, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees) related thereto, to the extent same arise out of (a) any breach of such party’s representations, warranties or covenants contained in this Agreement; (b) the infringement by such party’s intellectual materials or websites of the proprietary rights of any third party; (c) any other claim relating to the performance of such party’s obligations in connection with the transactions contemplated by this Agreement.

The party seeking indemnification hereunder shall give prompt written notice, cooperation and assistance to the indemnifying party relative to any such claim, action, or suit and the indemnifying party shall have the option to undertake and conduct the defense of such claim or suit (including, without limitation, selecting in its sole discretion, counsel therefore) and to engage in settlement thereof, subject to the indemnified party’s reasonable approval right over any such settlement.