A Standard Clause providing for unilateral indemnification and defense in a sale of goods or services transaction under New York law, drafted in favor of the indemnifying party. This Standard Clause addresses the duty to compensate, defend, and hold harmless for losses incurred, common indemnification exceptions, notice of claims, control of defense, an optional liability basket, a liability cap, indemnification as a sole remedy, and settlement of claims procedures. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.