Unilateral indemnification and defense provisions for a sale of goods or services transaction under Ohio law. This Standard Clause is drafted in favor of the indemnified party and address 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 buyer or customer is the indemnified party. The parties, however, can modify this Standard Clause to make any other party (including the seller, supplier, or service provider) the indemnified party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.