a) Sankyu-Thai represents and warrants that its performance of the services shall
conform to and be in accordance with this Agreement and that it shall be
responsible for any and all defects or damages to the Goods resulting from
faulty, negligent or deficient service performed hereunder, and Sankyu-Thai shall
hold ageless harmless and defend from and against any and all actions, claims,
liability, cost or expense arising out of the breach or non-compliance of this
Agreement.