4. Indemnity: Each Party (as defaulting party) shall indemnify, defend and hold harmless the other Party (as non-defaulting party) and such other Party's Affiliates from and against all third party claims, demands, suits or actions (and any resulting losses, damages, fines, penalties, costs, expenses, and reasonable attorneys' fees) arising from or in connection with the defaulting party's (a) material breach of this Agreement; (b) breach of confidentiality obligations; (c) infringement of Intellectual Property rights of any party and/or any third party; and (d) non-compliance with Applicable Laws. To the extent permitted by Applicable Laws, total liabilities arising from the operation of the indemnity above for each of the Parties shall not exceed the total amount of Services Fees paid by Client to XYZ in the twelve (3) month period immediately prior to the occurrence of such liability, for any and all matters combined across the term of this Agreement unless otherwise specified.