The Merchant agrees to indemnify, defend and hold harmless the Houston Junior Forum (hereinafter called HJF) and its officers, directors, agents, representatives and employees from any and all charges, claims, demands, liabilities, and causes of actions based upon or arising out of any damages, losses, expenses, charges, costs (including attorneys’ fees and court costs), loss of property, injuries or illnesses sustained or incurred by any entity, person or persons resulting from or in any way, directly or indirectly, connected with the performance or nonperformance of this Agreement by Merchant, or the acts or omissions of its employees, agents or contractors of the vending services provided from hereunder, or the performance of, or failure to perform, any work or other activity related to such vending services; the Merchant further agrees to hold HJF harmless from any loss, damage or injury to property or person resulting from theft, fire or other casualty, provided however, that notwithstanding the foregoing, the Merchant does not agree to indemnify and save harmless the HJF, its officers, directors, agents, representatives and employees from any charges, claims, expenses, costs, injuries or illness arising out of any act of gross negligence or willful misconduct by HJF or any of its officers, directors, agents, representatives or employees. In the event a claim is filed against HJF of which the Merchant is to be held liable under the terms of this agreement, HJF will not settle such claim without the prior written consent of the Merchant. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fire, floods, embargoes, epidemic diseases, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions, or delays in acting by any governmental authority or the other party.