14.1 Subject to clauses 14.2 and 14.3, Supplier shall indemnify, defend and hold harmless CloudPay and Client, and their directors, officers, employees and independent contractors from and against all claims, actions, proceedings and damages, costs and expenses, including reasonable legal fees (“Claims”) by a third party arising out of:
14.1.1 A breach of Supplier’s obligations under this Agreement or applicable Letter of Engagement;
14.1.2 Supplier’s failure to comply with the requirements of Clause 12 (Data Protection);
14.1.3 a breach of the Clause 11 (Confidentiality);
14.1.4 any statutory, regulatory, state or local tax or fine or levy imposed as the result of an act or omission of Supplier in the performance of the Services.