The Company shall indemnify, defend, and hold harmless the Agency, its directors, officers, employees, and representatives, its Affiliates, agents, advisors, contractors, or licensees and their respective directors, officers, and employees (the "Agency Parties"), from and against all Claims asserted against the Agency or any Agency Party by any third party as a result of the following:
(a) For any loss of or damage to property or death or injury to persons (except for workers' compensation claims), resulting from any negligent act or omission of the Company or any Company Parties that results from the performance of this Agreement;
(b) Failure of the Company to comply with any Legal Requirement in the performance of its obligations under this Agreement;
(c) Failure of the Company to comply with its representations and warranties under Section 11 (Representations and Warranties) of this Agreement; or
(d) Failure of the Company to comply with its covenants under Section 12 (Company Covenants) of this Agreement.
The Company shall not be obliged to indemnify the Agency to the extent that any of the matters referred to in paragraphs (a) to (d) above is caused by the negligence, misconduct, or breach of this Agreement by the Agency or any Agency Parties or arises as a direct result of the Company acting upon the instruction of the Agency.