Indemnification.

Licensee hereby agrees to indemnify, hold harmless and defend Id Software and Id Software's predecessors, successors, assigns, officers, directors, shareholders, employees, agents, representatives, licensees (but not including Licensee), sublicensees, distributors, attorneys and accountants (collectively, the "Id Related Parties") from and against any and all “Claims”, which shall mean all damages, claims, losses, causes of action, liabilities, lawsuits, judgments and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from, relating to or in connection with (i) a breach of this Agreement by Licensee and/or (ii) Licensee's use or non-use of the Authorized Copy. Id Software agrees to notify Licensee of any such Claims within a reasonable time after Id Software learns of same. Licensee, at its own expense, shall defend Id Software and the Id Related Parties from and against any and all Claims. Id Software and the Id Related Parties reserve the right to participate in any defense of the Claims with counsel of their choice, and at their own expense. In the event Licensee fails to provide a defense, then Licensee shall be responsible for paying the attorneys' fees and expenses incurred by Id Software and the Id Related Parties regarding the defense of the Claims. Id Software and the Id Related Parties, as applicable, agree to reasonably assist in the defense of the Claims. No settlement by Licensee of any Claims shall be valid unless Licensee receives the prior written consent of Id Software and the Id Related Parties, as applicable, to any such settlement.