Need help with an indemnity provision. I have part of it down but would like some insight.

Here is the fact pattern: Susan LP owns all rights in the cartoon character Mitchell. Susan LP has agreed to indemnify its licensee, Merchandisers, Inc. if a third party claims that Merchandisers, Inc., is violating that party's trademark in Mitchell. Susan LP insists that it will be liable, however, only if it receives notice from Merchandisers, Inc. no later than ten business days after it receives notice of the claim.

For instance, below is what I have so far. I am needing some insight on how one would advise creating an indemnity provision.

Indemnity. Susan LP shall fully indemnify, hold harmless and defend the Merchandisers, Inc. and its directors, officers, employees, agents, stockholders, and Affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney's fees and costs), whether or not involving a third party claim, which arises out of or relates to any act or omission of the Mitchell Trademark.

(a) Susan LP insists that it will be liable, only if it receives notice from Merchandisers, Inc. no later than ten (10) business days after it receives notice of the claim.

(b) Susan LP owns all rights in the cartoon character of Mitchell.