By signing this Agreement, you agree to indemnify and hold harmless Breeders' Cup Festival, Downtown Lexington Partnership, its members, officers, directors, agents, sponsors and employees (the "DLP Indemnified Parties") from and against any and all claims, demands, obligations, damages, recoveries, liabilities, losses or deficiencies, whether accrued, absolute, contingent, known, unknown or otherwise (including, without limitation, any and all penalties, interests, reasonable attorneys' fees and other costs and expenses relating to any and all actions, suits, proceedings, demands, assessments and judgments), whether brought by the parties hereto or a third party, made against or incurred by any of the DLP Indemnified Parties, which arise out of, result from or relate to negligence, willful misconduct, product liability action, any misrepresentation, breach of warranty, breach of covenant, including, without limitation, and the performance or non-performance on the part of you or any of your affiliates under this Agreement.