7. INDEMNIFICATION.
7.1 Each party will indemnify the other, its officers, directors, or employees and hold them harmless from and against any and all claims, demands, liabilities, losses, costs and damages, (including without limitation court costs and reasonable attorneys’ fees) which the indemnified party or any of its officers, directors or employees may incur or suffer as a result of damage to tangible personal property caused solely by the gross negligence or willful misconduct of the indemnifying party or its employees while at the Client’s premises performing Services under this Master Agreement.
7.2 Each party agrees to defend, at its own expense, any claim or action brought by any third party against the other party and its officers, directors, employees, affiliates or subcontractors for actual or alleged infringement of any patent, trademark, copyright or similar intellectual property right (including, but not limited to, misappropriation of trade secrets) based upon (a) in the case of the Client, the Client’s software or Client-provided third party software furnished hereunder by Client, or (b) in the case of FIS, the deliverables created for the Client by FIS as part of the Services. FIS shall have no obligations or liability for any claim of infringement of any intellectual property rights of any party that is based on or arises out of (i) any act or omission on the part of the Client, (ii) compliance by FIS with design specifications provided by or on behalf of the Client, (iii) modification of, or alterations made to, the Materials made by any party other than FIS; and/or (iv) the use of the Materials in connection with any software not provided by FIS. The indemnifying party further agrees to indemnify and hold the other party harmless from and against any and all liabilities, losses, costs, damages, and expenses (including without limitation court costs and reasonable attorneys’ fees) associated with any such claim or action incurred by the other party. The indemnifying party shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing between the parties hereto. Each party agrees to give the other, as appropriate, prompt written notice of any written threat, warning or notice of any such claim or action against the indemnifying party or the indemnified party, as appropriate, which could have an adverse impact on the indemnified party’s use of same, provided either party, as appropriate, knows of such claim or action.