Indemnification. Consultant hereby agrees to unconditionally indemnify Client and its shareholders, partners, directors, officers, members, managers, employees, independent contractors, personal representatives, heirs, attorneys, agents and assigns (individually, a "Indemnified Party" and collectively, the "Indemnified Parties"), and to defend, protect, save and keep the Indemnified Parties harmless from and against, and to pay on behalf of or reimburse the Indemnified Parties as and when incurred for, any and all liabilities (including, without limiting the application of Section 3.1(b), liabilities for taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and/or disbursements (including reasonable costs of investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees) of whatever kind and nature, that may be imposed on or incurred by any Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of, or in any way related to (i) the Services and Work Product, and (ii) any breach by Consultant of any of the representations and terms and conditions hereof.