You might want to ask your lawyer to take a look at some of the indemnity provisions at my site (see http://www.ontechnologycontracts.com/clauses-for-contracts/

You might want to ask your lawyer to take a look at some of the indemnity provisions at my site (see http://www.ontechnologycontracts.com/clauses-for-contracts/indemnity-clauses-for-contracts-general/ http://www.ontechnologycontracts.com/clauses-for-contracts/i...), which could give you something to work with. FWIW, in my experience it's not uncommon for a vendor to agree to an indemnity like this in a distributor agreement. You would probably want to (1) delete the "related to" phrase, and (2) carve out of the indemnity anything arising from the negligence, misconduct, etc., of the distributor or its personnel. (This isn't legal advice, ask your lawyer, etc.)