Seller agrees to protect, defend, indemnify and hold harmless TDK from and against any and all claims, actions, liabilities, losses, costs and expenses, including attorney’s fees, arising out of (a) any actual or alleged personal injury or death or damage to property resulting in whole or in part from any actual or alleged Defect in any Products sold to TDK under this Agreement or (b) Seller’s non-compliance with or breach of this Agreement.