Consultant will indemnify and keep the Company, its affiliates, subsidiaries, and related companies and its and their present, former, and future successors and assigns, and all of its and their present, former, and future officers, employees, trustees, managers, and agents (“Indemnitees”), forever harmless against and from all liability, demands, claims, losses, damages, and expenses (including reasonable attorneys’ fees) sustained or incurred by Indemnitees as a result of or arising from or relating to any breach that is the result of any intentional misconduct or gross negligence by Consultant. Consultant will maintain appropriate liability coverage with respect to the activities of Consultant.