(a) Licensee shall indemnify, defend and hold harmless ACA, its directors, officers, employees and agents (each an "Indemnified Party") from and against any and all losses, damages, claims, injuries, demands and liabilities, and all costs or expenses relating thereto (including reasonable attorneys fees),incurred in connection with or arising out of Licensee's Services under this Agreement or other activities of Licensee under this Agreement; provided, however, that this Section 11 shall not apply to losses, damages, claims, injuries, demands and liabilities arising out of any act or omission by any Indemnified Party which constitutes the sole negligence, willful misconduct or gross negligence of any such person or persons. (b) Each Indemnified Party shall notify Licensee in detail of each claim for which indemnity may be sought hereunder, promptly after such claim has been brought or asserted against Indemnified Party. Such Indemnified Party shall have the right, at its option, to participate in the compromise or defense of such matter, at its own expense and by its own counsel; provided, however, that under no circumstances shall such Indemnified Party compromise anysuch matter without the prior written consent of Licensee (which consent shall not be unreasonably withheld). (c) ACA shall indemnify, defend and hold harmless Licensee from and against any and all losses, damages, claims, demands and liabilities directly resulting from any third party claim that Licensee's use of any of the Logo infringes or violates the trademark, or copyright, or other proprietary rights of such party (a "Covered Claim"); provided, however, that Licensee must promptly notify ACA in writing of any Covered Claim and fully cooperate with ACA in defending any Covered Claim. ACA shall be entitled to select and use counsel of its choice in defending any Covered Claim, and shall have sole control of the defense of any Covered Claim and of all related settlement negotiations. This Section 11(c) shall not apply to any claim that is based upon any use of the Logo by Licensee other than in compliance with this Agreement.