SELLER agrees to defend, indemnify and hold harmless BUYER, its partners and affiliates and all officers, directors, employees and agents thereof, from and against any and all liabilities (including third party liabilities), lawsuits, claims, damages, losses, fines, penalties and assessments by any public agency, costs and expenses (including costs and expenses of defense, settlement and reasonable attorneys' fees), which are incurred or brought as a result of any negligent or willful act or omission of SELLER, its agents, employees, representatives, contractors or subcontractors associated with, or arising from, the performance by SELLER of its obligations under this Agreement.