The Parties agree to indemnify and hold harmless the Parties’ officers, directors, managing directors, independent contractors, employees, attorneys, and agents, and associates and affiliates of the Parties, from and against any and all claims, losses, expenses, fees, actions, damages, awards, judgments, costs, etc., including, but not limited to, attorney’s fees and costs – at the trial and all appellate levels, that result, in whole or in part, from any and all acts, failures to act, omissions, and/or misrepresentations, made by the violating Party, including, but not limited to, those by or of the Parties’ officers, directors, managing directors, independent contractors, employees, attorneys, and agents, and associates and affiliates. However, in no event will a Party be made liable for the negligence or negligent acts of the other Party.