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8. Indemnification and Liability.
<br />r~ 8.1. Indemnification by Redflex. Subject to Section 8.3, Redflex hereby agrees to
<br />defend and indemnify the Customer and its affiliates, shareholders or other
<br />interest holders, managers, officers, directors, employees, agents, representatives
<br />and successors, permitted assignees and each of their affiliates, and all persons
<br />acting by, through, under or in concert with them, or any of them (individually a
<br />Customer Party" and collectively, the "Customer Parties") against, and to
<br />protect, save and keep harmless the Customer Parties from, and to pay on behalf
<br />of or reimburse the Customer Parties as and when incurred for, any and all
<br />liabilities, obligations, losses, damages, penalties, demands, claims, actions, suits,
<br />judgments, settlements, costs, expenses and disbursements (including reasonable
<br />attorneys', accountants' and expert witnesses' fees) of whatever kind and nature
<br />collectively, "Losses"), which may be imposed on or incurred by any Customer
<br />Party arising out of or related to (a) any material misrepresentation, inaccuracy or
<br />breach of any covenant, warranty or representation of Redflex contained in this
<br />Agreement, or (b) the willful misconduct of Redflex, its employees or agents
<br />which result in death or bodily injury to any natural person (including third
<br />parties) or any damage to any real or tangible personal property (including the
<br />personal property of third parties), except to the extent caused by the willful
<br />misconduct of any Customer Party.
<br />8.2. Indemnification by Customer. Subject to Section 8.3, the Customer hereby agrees
<br />to defend and indemnify Redflex and its affiliates, shareholders or other interest
<br />holders, managers, officers, directors, employees, agents, representatives and
<br />successors, permitted assignees and all persons acting by, through, under or in
<br />concert with them, or any of them (individually a "Redflex Party" and
<br />collectively, the "Redflex Parties") against, and to protect, save and keepharmlesstheRedflexPartiesfrom, and to pay on behalf of or reimburse the
<br />Redflex Parties as and when incurred for, any and all Losses which may be
<br />imposed on or incurred by any Redflex Party arising out of or in any way related
<br />to (a) any material misrepresentation, inaccuracy or breach of any covenant,
<br />warranty or representation of the Customer contained in this Agreement, (b) the
<br />willful misconduct of the Customer, its employees, contractors or agents which
<br />result in death or bodily injury to any natural person (including third parties) or
<br />any damage to any real or tangible personal property (including the personal
<br />property of third parties), except to the extent caused by the willful misconduct
<br />of any Redflex Party, (c) any claim, action or demand not caused by Redflex's
<br />failure to perform its obligations under this Agreement, or (d) any claim, action
<br />or demand challenging the Customer's use of the Redflex System or any portion
<br />thereof, the validity of the results of the Customer's use of the Redflex System or
<br />any portion thereof, or the validity of the Citations issued, prosecuted and
<br />collected as a result of the Customer's use of the Redflex System or any portion
<br />thereof.
<br />8.3. Indemnification Procedures. In the event any claim, action or demand (a
<br />Claim") in respect of which any party hereto seeks indemnification from the
<br />other, the party seeking indemnification (the "Indemnified Party") shall give the
<br />party from whom indemnification is sought (the "Indemnifying Party") written
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