Standard Clauses providing for unilateral or mutual indemnification and defense in a sale of goods or services transaction governed by Louisiana law. These Standard Clauses address the duty to compensate and defend for losses incurred, with optional hold harmless language, common exceptions to indemnification, notice of indemnification, control of defense, a liability basket, a liability cap, indemnification as a sole remedy, and indemnity payment adjustments for taxes and insurance payments. These Standard Clauses have integrated notes with important explanations and drafting tips.