Indemnification by Client. Subject to the provisions contained herein, Client agrees to defend, indemnify and hold ATSI and its officers, directors, employees, agents, affiliates, licensors, distributors, and resellers harmless against any loss, damage, expense, or cost, including reasonable attorneys’ fees (including allocated costs for in-house legal services) (“Liabilities”) arising out of any claim, demand, proceeding, or lawsuit by a third party relating to Client’s acts or omissions related to this Agreement.</li> <li>Indemnification by ATSI. In the event of a third party claim against Client asserting that Client’s use of the System infringes upon or violates any U.S. patent, copyright, trade secret, or other proprietary right, as Client’s exclusive remedy, ATSI will defend, at ATSI’s expense, and will indemnify Client and hold Client harmless against any loss, cost, expense (including attorneys’ fees), or liability arising out of such claim, whether or not such claim is successful.