Common use of INDEMNIFICATION BY INVESTMENT SERVICES Clause in Contracts

INDEMNIFICATION BY INVESTMENT SERVICES. In addition to any indemnification liability Investment Services may have under any of the Related Agreements, Investment Services shall indemnify and hold harmless Security Benefit and any Affiliate and any officer, director, employee or agent of any of the foregoing, against any and all losses, liabilities, damages, claims or expenses, joint or several (including the reasonable costs of settling a claim, investigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith), to which Security Benefit and/or any such person may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, liabilities, damages, claims or expenses result because of a material breach by Investment Services of any provision of this Agreement, or which proximately result from any acts or omission of Investment Services's officers, directors, employees, agents or subcontractors that are not in accordance with this Agreement, including but not limited to any violation of any federal or state statute or regulation. Notwithstanding the above, no person shall be entitled to indemnification pursuant to this Section 8.1(b) if such loss, liability, damage, claim or expense is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.