Indemnity and Guarantee

INDEMNITY AND CONDUCT OF CLAIMS

1. Indemnity. The [Indemnifying Party] shall indemnify, defend and hold harmless the [Indemnified Party], its Affiliates and their respective directors, officers, employees and agents (each an “Indemnified Person”) from and against all losses, liabilities, damages, claims, demands, actions, proceedings, penalties, taxes, interest, fines, costs and expenses (including reasonable fees and disbursements of legal advisers and the costs of investigation and defence) suffered or incurred by an Indemnified Person, arising out of or in connection with:

1. any breach of, or any fact, matter or circumstance rendering untrue or misleading, any representation or warranty given by the [Indemnifying Party] under clause [Clause number of the representations and warranties];

2. any breach or non-performance of any covenant or undertaking of the [Indemnifying Party];

3. any claim by a third party that the [Deliverables / Goods / Services] or their use infringe any intellectual property right of that third party;

4. any Tax of the [Company] relating to any period ending on or before the Closing Date, or any Tax arising from the transactions contemplated by this Agreement, including any interest, penalty or prosecution consequence;

5. any claim by any employee, workman, contract labourer or statutory authority in respect of any period before the Closing Date;

6. any of the specific matters set out in Schedule [Schedule number of the specific indemnities] (Specific Indemnities), for which no threshold, basket or de minimis applies.