Unilateral indemnification and defense provisions for a sale of goods or services transaction under California law. This Standard Clause generally benefits the indemnified party because it requires the indemnifying party to indemnify and defend the indemnified party. It is, however, drafted in favor of the indemnifying party that is consistent with common practice and addresses indemnification exceptions, the duty to compensate, defend, and hold harmless for losses incurred, notice of claims, control of defense, and settlement of claims procedures. Consistent with most supply of goods and services agreements using unilateral indemnification provisions, this Standard Clause assumes that the agreement's seller, supplier, or service provider is the indemnifying party, however, parties can modify this Standard Clause to make any other party (including the buyer or customer) the indemnifying party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.