The Manager shall indemnify the Owner from and against all claims, demands, actions, suits, proceedings, damage, harm, liability, loss, costs and expenses whatsoever and howsoever suffered or incurred by the Manager and/or the Manager's Employees caused or arising directly from or as a result of any and all claims or proceedings brought against the Owner and/or the Principal Operator where there has been any negligence, omission, fraud, deceit, misconduct and breach of the terms of this Agreement by the Manager and/or the Manager's Employees and the Manager shall arrange for public liability insurance cover on its act and/or liability in providing the services and provide a certificate of coverage to the Owner.