Indemnity for Direct Losses
"Each Party (the 'Indemnifying Party') shall indemnify, defend, and hold harmless the other Party (the 'Indemnified Party') from and against any and all claims, damages, losses, and expenses, including but not limited to reasonable attorneys' fees, arising out of or resulting from the Indemnifying Party's performance of this Agreement, but only to the extent caused by the negligent acts or omissions of the Indemnifying Party, its employees, subcontractors, or agents. The indemnity obligation shall be limited to direct losses and shall not include any indirect, incidental, consequential, or punitive damages."