Indemnification<p>10.1. Ceros will indemnify, defend and hold Customer harmless against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Customer (and its officers, directors, employees, or agents by a third party to the extent that such Action is based upon or arises out of any infringement, misuse, or misappropriation of third party intellectual property by Ceros in the performance of this Agreement.</p> <p>10.2.