An Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim. however, neither the Indemnifying Party nor an Indemnified Party may settle any Claim under this Agreement where such settlement includes: (x) admitting liability or fault on behalf of the other party or (y) creating any obligation or imposes an act or forbearance (including injunctive or other equitable relief) on the other party, without the other party's prior written consent.</p> <p>6.2 <em>EveryAction Indemnification</em>. We shall indemnify you and your officers, directors, employees, successors, and permitted assigns (each, a <em>"<strong>Customer Indemnitee</strong>"</em>) from and against any damages, judgments, settlements, interest, fines, penalties, fines, or awards (including reasonable attorneys' fees) finally awarded against you arising out of or related to a Claim (other than a Claim brought by an Affiliate of a Customer Indemnitee) (a <em>"<strong>Customer Indemnity Claim</strong>"</em>) alleging that your use of the EveryAction Materials in accordance with this Agreement infringes or misappropriates a third-party's United States' Intellectual Property Rights.