### IN THE UNI TED STAT ES COURT OFAPPEALS FOR THE FIF TH CIRCU IT

No. 11-30369

CHEVRON USA, INCORPORATED,
Plaintiff
v. AKER MARITIME INCORPORATED; TECHNIP OFFSHORE ENGINEERING, INCORPORATED; TECHNIP OFFSHORE MOORINGS, INCORPORATED; TECHNIP OFFSHORE INCORPORATED, Defendants-Appellees
v. OCEANEERING INTERNATIONAL INCORPORATED, Defendant-Appellant

Appeal from the United States District Court for the Eastern District of Louisiana

Before JONES, Chief Judge, PRADO, and SOUTHWICK, Circuit Judges. LESLIE H. SOUTHWICK, Circuit Judge: F o llo w in g a ju ry tria l, C h e v r o n U S A , In c. w a s a w a rd e d d a m a g e s fro m Ak e r M a ritim e , In c. a n d its su b sid ia rie s, a n d fro m O ce a n e e rin g In te rn a tio n a l, In c. T h a t ju d g m e n t w a s a f f i r m e d i n a n e a rlie r a p p e a l a n d is n o t su bje ct to fu rth e r ch a l l e n g e
. A b e n ch tria l w a s h e ld o n re m a n d to co n sid e r re m a in in g

co n tra ctu a l cla im s. T h e d istrict co u rt o r d e r e d O ce a n e e rin g to p a y in d e m n ity U n i te d S ta te s C o u rt o f A p p ea l s

F i ft h C i rc u i t 

### F I L E D July 31, 2 012 Lyle W . Cayce Clerk Case: 11-30369 Document: 00511939414 Page: 1 Date Filed: 07/31/2012No. 11-30369

a n d a tto rn e y s’ fe e s to Ak e r. In th is a p p e a l, O ce a n e e rin g se e k s to re v e rse th o se

a w a rd s. W e A F F IR M

.

FACTUAL AND PROCEDURAL BACKGROUND In 2 0 0 1 , th e re w a s a sig n ifica n t a n d co stly fa ilu re o f in sig n if ica n t-size d

a n d in e x p e n siv e b o lts u se d o n an oil production and drilling facility that sits in 2600 feet of water, 150 miles south of New Orleans in the Gulf of Mexico. All th e b o lts in th e rise r sy st e m se cu rin g th e G e n e sis S p a r fa cility to th e G u lf’s flo o r h a d to b e re p la ce d w h e n d e fe cts in th e m w e re fo u n d

. C h e v ro n , th e o p e ra to r a n d
p a rt o w n e r o f th e fa cility , b ro u g h t su it to a llo ca te re sp o n sib ility a m o n g se v e ra l

co m p a n ie s in v o lv e dinth e p ro cu re m e n t a n din sta lla tio no f th e b o lts. T h is is th e se co n d a p p e a l o f a fin a l ju d g m e n t in t h e d istrict co u rt. W e

e x ce rp t fro m o u r e a rlie r o p in i o n th o se fa cts th a t a re m o st im p o rta n t fo r

u n d e rsta n d in gth e re m a in in gissu e s:

Chevron hired Aker Maritime, Inc. (“Aker”) in 1998 to provide design and enginee r ing services for the initial construction of the riser system. Stability problems plagued the riser system after its completion, leading to a crack in the spar’s hull in 2000. O c e a n e e ring International, Inc. (“Oceaneering”) repaired the hull at Chevron’s request, and Chevron put Aker in charge of designing a permanent fix. Large b o l t s c a lled carriage bolts hold the riser system together, and Aker ordered the bolts from Lone Star, according to testimony a “well-known” bolt manufacturer that also distributed others’ bolts. Aker initially requested eight-inch Grade 5 carriage bolts, which Chevron had ap p r o ved. When Lone Star responded that it had no Gra d e 5 bolts, Aker placed an order for 2,092 Grade 2 carriage bolts, costing a total of $878 .64. Instead of shipping Grade 2 bolts, Lone S t a r shipped Grade A bolts 1
man u f a c tured by Oriental Fastener Co. (“Oriental”). At the time,

Gr ade A and Gr ade 2 bolt s a r e s i m ilar , but the st andar ds are dif fer ent in se veral 1
res pec ts

. The mos t imp ort ant di ff ere nce in this case is that Gr ade 2 bolt s require heat ing to a sp ecif ic tem per atur e [t o] ke ep them fr om brea ki ng, wh ere as Gr ade A cer tif icat ion allow s the
man ufac tur er to det erm ine wh at level of heat tre atm ent is app rop riat e. At the tim e, Or ient al rout inely didno t heat -t reat it s bolt s at all. [ Foot note inor iginal. ]
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Lone Star routinely substituted Grade A bolts for Grade 2 bolts, then a widespread practice in the fastener industry.
Lone Star shipped the bolts to Oc e a n eering, which was in charge o f assembling the risers. The bolts were marked “OF,” indicating the manufacturer, and arrived in shipping boxes bearing the Lone Star mark. They also arrived with a packing slip n o ting that they were either “manufactured or distributed” by Lone Star. Oceaneering accepted the bolts, failing to notice the substitution.
The first bolt failure occurred on Jul y 9, 2001, when a bolt head popped off one of the first bolts used in the risers. Jack Couch, the project manager for Oceaneering, contact e d Aker’s Mike Harville and told Harville that he thought the bolts were a “serious weak link.” Couc h took a picture of the failed bolt and sent it to Harville. Harville told Oceaneering that it had applied too much torque to the bolt, as Oceaneering was applying torq u e t o Grade 2 bolts that it believed to be Grade 5 bolts. Oceaneering co n tinued assembly of the riser system using the torque appropriate for Grade 2 bolts, apparently without incident. In Augus t 2 0 0 1 , however, Aker took over riser assembly, and Oceaneering sent th e p a r t s , including the bolts, to Aker. Like Oceaneering’s employees, Aker’s employees failed to detect that the bolts were Grade A bolts.
Chevron USA, Inc. v. Aker Mar., Inc. , 604 F.3d 888, 890-91 (5th Cir. 2010) (tw o fo o tn o te s o m itte d). Afte r th e rise r sy ste m w a s in sta lle d , it w a s d isco v e re d d u rin g a J u ly 2 0 0 2

u n d e rw a te r in sp e ctio n th a t th e h e a d s o f se v e ra l b o lts h a d b ro k e n o ff. F u rth e r in v e stig a tio nre su lte dinad e cisio nto re p la ce a ll th e b o lts. In J u ly 2 0 0 3 , C h e v ro n su e d Ak e r, O ce a n e e rin g , a n d o th e r co m p a n ie s n o lo n g e r in th e su it. Afte r a ju ry tria l, C h e v ro n ’s to ta l d a m a g e s w e re fo u n d to b e

a lm o st $ 3 m illio n
. All de f e n d a n t s w e re found to be negligent, and fault was apportioned among them. Ak e r w a s h e ld to b e 3 5 % a t fa u lt, th e co m p a n y Ak e r

co n ta cte d to su p p ly th e b o lts a lso 3 5 % , a n d th e m a n u fa ctu re r o f th e b o lts 2 0 %

. O ce a n e e rin g a n d th e Ak e r su b sid ia ry th a t a sse m b le d th e rise rs a fte r ta k in g

o v e r fro m O ce a n e e rin g w e re e a ch fo u n d to b e 5 % a t fa u l t

. T h e d istrict co u rt
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d ism isse d Ak e r’s in d e m n ity cla im a g a in st O ce a n e e r in g , co n clu d in g it w a s “tru m p e d” b yth e ju ryv e rd ict. O n a p p e a l, w e a ffirm e d th e d a m a g e s a w a rd

. W e a lso v a ca te d th e a w a rd

o f a tto rn e y s’ fe e s, and r ev e rse d a n d re m a n d e d th e d ism issa l o f Ak e r’s in d e m n ity cla im s. Afte r o u r re m a n d o rd e r, Ak e r a n d C h e v ro n re a ch e d a se ttle m e n t fo r a ll cla im s a g a in st Ak e r “irre sp e ctiv e o f th e ir n a tu re .” O n re m a n d , th e co u rt fo u n d O ce a n e e rin g lia b le to in d e m n ify Ak e r fo r n e a rly th e fu ll se ttle m e n t a m o u n t a n d fo r a tto rn e y s’ fe e s. T h e re a re tw o co n tra cts th a t co n tro l th e issu e s ra ise d o n a p p e a l. O n e is

a C o n tra ct fo r Genes is R ise r S y ste m s S u p p o rt S e rv ice s, e n te re d b y C h e v ro n a n d Ak e r i n D e c e m b e r 1 9 9 8 , w h ich w e w ill ca ll th e “S u p p o rt C o n tra ct.” T h e

co n tra ct sp e cifica lly d e a lt w ith th e G e n e s is S p a r p roje ct. T h e o th e r is th e M a ste r S e rv ice O rd e r a n d A g re e m e n t , e n te re d b e tw e e n C h e v ro n a n d O ce a n e e rin ginJ u n e 1 9 9 1 , w h ich w e w ill ca ll th e “M a ste r A g re e m e n t.” It is a
g e n e ra l a g re e m e n t th a t p re d a te s th e G e n e sis S p a r p roje ct.

D IS C U S S IO N On t hi s a p p e a l, O ce a n e e rin g a rg u e s th a t n e ith e r in d e m n ity nor at t or neys ’ fe e s a re a p p ro p ria te b e ca u se th e re le v a n t co n tra cts d o n o t su p p o rt th e a w a rd s. We will discuss the indemnity issues first.

I. Indemnity W hether Aker is entitled to indemnity turns on questions of contr a c t interpretation. Those questions are legal ones to be reviewed de novo
. E.g. , WalMart Stores, Inc. v. Qore, Inc. , 647 F.3d 237, 242 (5th Cir. 2011). The contract and recor d a r e r e viewed “under the same standards that guided the district court.” Id. In this diversity suit, we apply the contract interpretation rules of

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the relevant state, which is Lo u i s i a n a
. See Citigroup Inc. v. Fed. Ins. Co. , 649 F.3d 367, 371 (5th Cir. 2011). In Louisiana, words and phrases in a contract are construed u s i n g g enerally prevailing meaning. La. Civ. Code art. 2047; Cadwallader v. Allstate Ins. Co. , 848 So. 2d 577, 580 (La. 2 003). The relevant indemnity clause is found in Master Agreement Paragraph 6(b), which was executed by Chevron and Oceaneering: CONTRACTOR [Oceaneering] shall be liable to an d h o l d INDEMNITEES harmless for any loss of or damage to the property of COMPANY [Chevron] (its joint v e n t u rers and partners and affiliates) arising out of, c o n n e c t ed with, incident to directly or in d i r ectly or resulting from or related to CONTRACTOR’S

2 performance of t h i s Agreement, including but not limited to, C O N T RACTOR’S use of equipment provided by COMPANY (its joint venturers and partners and affiliates) or others, regardless of the passive, concurrent or active negligence of, and regardless of whether liability without fault (including, but not limited to, claims for unseaworthiness of any vessel) is imposed or sough t t o be imposed on, INDEMNITEES.
As previously mentioned, this contract predates Oceaneering’s involvement on the Genesis Spar. As a master agreement, it appears intended to apply to a variety of projects on which Chevron may at different times engage Oceaneering. By its own terms, the i n demnity applies to damage “arising out of, connected with, incident to or resulting from or related to [Oceaneering’s] performance of this Ag r eement.” The work Oceaneering was to perform was described as “underwater services including diving, remote operated vehicles (ROVs), survey and related services.” The Master Agreement defines “Indemnitees,” its importance suggested by the fact it is the first term in the agreement. CHEVRON U.S.A., INC. and a ll of its affiliated or parent or subsidiary companies or corporat ions, all of its co-owners or joint

The t hree w ord s wi th a s tri ke -t hrough we re elim inate d by agr eem ent. 2
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venturers, and all of the aforesaid entities’ agent s , officers, employees, representatives or insurers.
We will later quote the language in the Support Contract that makes Aker the agent of Chevron for certain purposes. O ce a n e e rin g in sists th a t this claim falls outside t h e s cope of the indemnity clause. Even if Aker were an agent, which it disputes, Oceaneering’s basic point is that Aker’s acts as an agent are not related in any way to Oceaneering’s performance of the agre e ment. Oceaneering also argues that the Master Agreement limits the amount of indemn i t y , t h at the Chevron-Aker Support Contract limits Aker’s ability to recover from Oceaneering, and that Aker was not a third-party beneficiary of the Master Agreement. The task at hand is contract interpretati on. When construing indemnification contracts, we will not ignore broad, straightforward language that unequivocally states an agreement to indemnify. Perkins v. Rubicon, Inc. , 563 So. 2d 258, 259 (La. 1990). This contract unambiguously indemnifies agents of Chevron, using extremely broad l a n g uage and going so far as to indemnify them regardless of their own negligence. Independent contractors, on the other 3 hand, are not list e d i n t his “indemnitees” definition. Thus, whether Aker was

an agent is crucial to determining Ocea neering’s indemnification obligation. A. Was Aker an Agent of Chevron? An agency relationship is determined by looking to “the facts surrounding the two parties.” Smason v. Celtic Life Ins. Co. , 615 So. 2d 1079, 1085 (La . Ct. App. 1993). The subjective belief of th i r d p arties does not determine the existence of a n a g e n cy relationship. Id. “ Under Louisiana law, an agency

In 2010, the Louis iana legis latur e pas se d a bill that wi ll void, as agains t publ ic pol icy, 3
so me inde mni ty claus es that se ek to shi ft liabil ity for an inde mni tee ’s negligenc e, but this only app lies t o c ontr act s ente redin to aft er Januar y 1, 201 1. La. Rev. Sta t. § 9:27 80.1 (F)

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relationship cannot be presumed, it must be clearly established.” Matter of Oxford Mgmt., Inc. , 4 F.3d 1329, 1336 (5th Cir. 199 3). An agency may be created by written agreement. Busby v. Walker , 84 So. 2d 304, 307 ( L a
. C t

. A pp. 1995). This agency is defined in Support Contract Paragraph 1: (c) CONTRA C T O R [Aker] agrees to perform all SERVICES hereunder as an independent CONTRACTOR having full control of the manner and means of the performa n c e o f SERVICES, and not as an employee of COMPANY [Chevron]. . . . (d) Notwithstanding paragraph (c) of this article 1, CONTRACTOR [Aker] ma y procure equipment, materials, and SERVICES for C O M PA NY [ C h e v r o n ] a s A g e n t f o r C O M PA NY

. W h e n CONTRACTOR provides such SERVICES as Agent for COMPANY, the following provisions of this Article 1 shall govern: (i) All purchases of materials, equipment and S E RVICES including the applicable purchase order and/or contrac t terms therefor shall be subject to COMPANY approval. COMPANY will be responsible for p roviding to CONTRACTOR full information as to COMPANY’s requirements for the procurement S ERVICES to be performed hereunder. In per f orming such procurement SERVICES, CONTRACTOR
w il l e n d e av o r to obtain reasonable guarantees and warranties favorable to C O M PANY from service contractors and from the
m a n u f a c t u r e r s o f a l l plant , e q u i p m e n t a n d o t h e r manufac t u r e d i t e m s t o b e p r o c u r e d hereunder for COMPANY, and CONTRACTOR will cooperate with COMPANY in its enforcement of such warranties and guarantees obtained. (ii) CONTRACTOR’s liability to COMPANY as a result of any claims that result from or are in any way connected with the acts or omissions of any service C O N T RACTOR or manufacturer pursuant to any contract entere d i n t o by CONTRACTOR as A gent for COMPANY shall be limited
s o l ely to COMPANY’S recoveries from such service CONTRACTOR or manufacturer.

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This language establishes that Aker was Chevron’s agent in its capacity

as a procurer of “equipment, materials, and services” for Chevron. Oceaneering maintains Paragraph 1(c) controls, arguing the exception in Paragraph 1(d) does not apply because damages were not caused by Aker acting as a n a g e n t to
procure mate r i a l s
. I nstead, damages were caused by Aker’s actions as an independent contractor. We examine next the scope of the agency. B. What was the Scope of the Agency ? Contracts are construed using their ordinary and prevailing meaning. See La. Civ. Code art. 2047. T h e S u p p ort Contract explicitly creates an agency relationship when Aker is “procur[ing] equipment, materials, and services” for Chevron. O c e a neering maintains this language means Aker is only an agent when dealing with the supplier. Aker was thus not Chevron’s agent with respect to Oceaneering because Aker never “procured” anything from Oceaneering. “Procurement” means an “act of getting or obtaining something.” Black’s L a w Dictionary 1327 (9th ed. 2009). The plain language of the term e x t e n d s beyond Aker’s mere ordering and includes the receipt of the bolts. Receipt and acceptance of faulty and improper bolts is at the heart of this action. The agency began with Aker’s initia l o rdering of the bolts and continued through the obtaining of possession. Be c a u s e C h e vron required the bolts to be delivered directly to Oceaneering, procurement continued at least until that delivery. The agency provision also refers to purchase orders and contracts between Aker and a supplier. There were no such written agreements between Aker and the distributer. We disagree with Oceaneering t h at the Support Contract requires purchase orders or contracts as prerequisites to establishing an agency relationship. When such documentation exists, though, the Support Contract makes their terms subject to Chevron’s approval. O c eaneering further contends that, at a minimum, it should n o t b e obligated to indemnify Aker for the full amount of its liability because Aker’s role

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as agent-procurer was only partially the source of its 35% liability to Chevron. Oceaneering maintains that Chevron made claims against Aker for failures in quality control, inspection, and engineering services, and it was in this capacity that Aker settled its claims with Chevron. Therefore, Oceaneering maintains the district court erred in holding it liable for all of Aker’s 35% liability. The contention that Aker’s responsibility should be divided in this way is being raised for the first time on appeal. Arguments not raised in district court will not be considered absent “extraordinary circumstances.” N. Alamo Water Supply Corp. v. City of San Ju a n , Tex. , 90 F.3d 910, 916 (5th Cir. 1996). “Extraordinary circumstances exist when the issue involved is a pure question of law and a miscarriage of justice would result from our failure to consider it.” Id

. This litigation began over eight years ago. It has gone through two appeals,

mu l tiple proceedings in district court, and a settlement between Aker and Chevron. The jury found Aker liable for general negligence. Oceaneering did not propose instructions or a verdict form allowing the verdict to divide Aker’s fault into subcategories. It did not request a new trial, raise these issues in the district court on remand, or challenge Aker’s settlement with Chevron. In fact, the parties in the district court addressed a different subdividing of liability. Jurors assigned an additional 5% liability to an Aker subsidiary that had assembled the risers after Oceaneering stopped doing so. The district court deducted the amount attributed to Aker’s subsidiary from the total settlement. Oceaneering did not argue that any further partial reduction was justified. These arguments are waived

. In summary, then, Aker’s arranging for the purchase and delivery of the bolts to Oceaneering was in the capacity of Chevron’s agent under the Support Contract. Some of the bolts were then used by Oceaneering in the initial efforts
to assemble part of the riser system. The district court considered that work to be part of Oceaneering’s performance under the Master Agreement:

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As Chevron’s receiving contractor, Oceaneering failed to detect that Lone Star [the distributor of the bolts] made a n u n a u thorized substitution, which gave rise to Chevron’s claims against Aker. H e n c e, this scenario falls within the language of the indemn i t y clause, making Oceaneering liable to Aker. The court noted that this indemnity is quite broad, making Oceaneering’s relatively minor and brief performance of work u n d e r it s M a ster Agreement with Chevron the source of a duty to indemnify Aker, who as Chevron’s agent was found by jurors to be much more a t f ault than Oceaneering. Such inequities, often unpredictable when contracts ar e written, do not then become a basis to prevent the contracts from being enforced. C. Limitations on liability Oceaneering further maintains that even if Aker is entitled to indemnity,
t h e M a s t e r Agr e e m e nt limits its indemnity obligation to the appli c ab l e i n s u r a n c e coverage. In the district court there was no determination as to what insurance

was applicable nor was Oceaneering’s insurer a party. As such, Oceaneer i ng contend s judgment against it was in error. But, again, Oceaneering failed to raise these contentions at any point prior to this appeal and they are waived. D. Other arguments Oceaneering raises other arguments. One is that the Support Contract’s Paragraph 1(d) prohibits Aker from seeking indemnity. It maintains that only Chevron can pursue an indemnity action against it arising out of Aker’s role as agent. Oceaneering bases this argument on Support Contract Paragraph 1(d) subsections (i) and (ii). Paragraph 1(d)(i) states that Aker will obtain reasonable warranties and “will cooper a t e w ith [Chevron] in its enforcement of such guarantees or warranties obtained.” Chevron initiated this litigation and Aker cross-claimed. Support Contract Paragraph 1(d)(i) does not prohibit Aker from cross-claiming in litigation Chevron commences.

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Subsection 1(d)(ii) does not offer any additional support. It limits Aker’s liability to Chevron’s recovery against the manufacturer

. Oceaneering argues that the Support Contract’s limitation of Aker’s liability to Chevron demonstrates that Aker was not granted the right to sue a manufacturer it deals with as an agent. Although Subsection 1(d)(ii) may make bringing a suit
unnecessary, i t does not demonstrate that Aker is prohibited from pursuing a suit for indemnification against Oceaneering. Oceaneering is n o t a third-party beneficiary of the Support Contract. A contracting party may stipulate a benefit to a third person, but the intent of the parties to stipulate such a benefit must be clear. La. Civ. Code art. 1978; Doucet

v. Nat’l Maint. Corp. , 822 So. 2d 60, 66 (La. Ct. App. 2002). No c l e a r intent exists and, thus, Oceaneering cannot rely on the Support Contract’s terms. Oceaneering argues that neither is Aker a third-par t y beneficiary of the Master Agreement. Unlike the Suppor t Contract, the Master Agreement manifests a clear intention to indemnify agents of Chevron. The fact that Aker

was not named as an agent is irrelevant. Oceaneering agreed to indemnify all

a g e n t s of Chevron. Who those agents would be in the future under different projects would not be known at the time of the 1991 Master Agreement.

II. Attorneys’ fees O ce a n e e rin g a rg u e s th e a w a rd re lie d o n a n in co rre ct v e r s i o n o f th e

co n tra ct, th e co u rt fa ile d to co n sid e r ce rta in re q u ire d fa cto rs u n d e r o u r ca se la w ,
a n dth e fe e s sh o u ldh a v e b e e nse g re g a te d

. Our court reviews an attorneys’-fees award for an abuse of discretion. In

re High Sulfur Content Gasoline Prods. Liab. Litig. , 517 F.3d 220, 227 (5th Cir. 2008). To constitute an abuse of discr e t i o n , t h e district court must have erroneously applied the law or made a clearly erroneous assessment of the evidence. Id. “A fee award is governed by the same law that serves as the rule

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of decision for substantive issues in the case.” Mathis v. Exxon Corp. , 302 F.3d 448, 461 (5th Cir. 2002). That means L ouisiana law applies. Oceaneering contends the district court abused its discretion by relying on the wrong version of the Master Agreement when determining attorneys’ fees, failing to analyze the Johnsonfactors, and failing to segregate Aker’s fees. Regarding the contention that the court applied the wrong version of the Master Agreement, Oceaneering specifically maintains that the court relied on the “directly or indirectly” language in Master Agreement Paragraph 6(b) that

was struck from the contract

. B u t , a s Aker points out, the court relied upon “directly or indirectly” as i t i s e mployed in Master Agreement Paragraph 6(c),
not 6(b). This provision was not struck from the contract. Thus, the court did not rely on an incorrect version of the contract. The contention that the court did not analyze the Jo h n s o n f a c t o r s s i m i l arly fails. In Louisiana, the amount of an attorneys’-fees award is governed by Rule 1.5 of the Rules of Professional Conduct. State Dep’t of Transp. & D e v
. v. W i l liamson , 597 So. 2d 439, 442 n.9 (La. 1992). The factors therein are very simila r t o those used in the federal “lodestar” method as set out in Johnson v. Georgia Highway Express, Inc. , 488 F.2d 714 (5th Cir. 1974), abrogated on other grounds by B l a n c h ard v. Bergeron , 489 U.S. 87 (1989). The Johnson factors include the difficulty o f t h e matter, the requisite skill to perform the legal service, the amount involved , t h e r e sults obtained, and the ability of the attorneys. Id. at 717-19. In its opinion, the court stated: “In concl u s ion, the complexity of this matter, counsel’s expertise, the a mount of money involved, and the results obtained all require this Court to award Aker the full amount of attorneys’ fees and costs claimed, without any downward adjustment.” Chevron USA, Inc. v. Aker Mar., Inc. , No. 2:03-CV-2027, 2011 WL 999253, at *4 (E.D. La. Mar. 17, 2 011). Other statements in the same analysis show the court also considered the time and labor required as well as the customary fee. Id

. at *3-4.

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Because the court applied factors e s s e n t i ally identical to those required by Louisiana law, it did not abuse its discretion. Finally, Oceaneering contends that the district court erred in failing to segregate Aker’s fees. The relevant provision of the Master Agreement reads:
CONTRACTOR shall pr o m p t l y pay (I) to any INDEMNITEE all costs and attorneys’ fees incurred by such INDEMNITEE resulting directly or indirectly from any and all loss, damage, injury, liability and claims for which CONTRACTOR is obligated to indemnify such INDEMNITEE pursuant to the Paragraph 6 . . . .
This shows that “directly or indirectly” was not struck from Master Agreement Paragraph 6(c). This clause is broad. It does not r e q u ire segregation because the entire litigation is at least indirectly related to Oceaneering’s actions that resulted in the obligation to indemnify Aker. AFFIRMED.

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