Common use of Company’s Indemnity Clause in Contracts

Company’s Indemnity. Company will indemnify, defend, and hold harmless Client and its affiliates, managers, agents, officers, directors, and employees (“Client Parties”) from and against all Liabilities in connection with or arising out of (i) the inaccuracy of, or Company’s failure to comply with, its representations and warranties; (ii) Company’s gross negligence or willful misconduct; (iii) Company’s or its employees or registered representatives’ unauthorized verbal or written representation in connection with an Offering made in breach of this Agreement or in violation of the Securities Act or Exchange Act or any other applicable federal or state securities laws and regulations; (iv) breach of Section 5 (Proprietary Rights) or Section 6 (Confidential Information); and (v) a claim asserting that the System infringes a U.S. patent, copyright, trademark or trade secret except that Company will not indemnify under this Section 7 (b)(v) to the extent any claim of infringement is caused by: (x) Client’s modification or use of the System other than as provided in the Agreement; (y) Client’s failure to use corrections or enhancements made available by Company to the extent that such corrections or enhancements would make the System non-infringing; or (z) information, specifications or materials provided by Client or on Client’s behalf. If the System is, or in Company’s opinion is likely to be held to be, infringing, Company may at its option obtain for Client the right to continue its use, or Company may terminate this Agreement. The remedies listed in Section 7(b)(v) constitute Client’s sole and exclusive remedies and Company’s entire liability with respect to infringement. Company’s obligation under Section 7(b)(iii) does not apply to Affiliated Representatives.

Company’s Indemnity. Company will indemnify, defend, and hold harmless Client and its affiliates, managers, agents, officers, directors, and employees (“Client Parties”) from and against all Liabilities in connection with or arising out of (i) the inaccuracy of, or Company’s failure to comply with, its representations and warranties; (ii) Company’s gross negligence or willful misconduct; (iii) Company’s or its employees or registered representatives’ unauthorized verbal or written representation in connection with an Offering made in breach of this Agreement or in violation of the Securities Act or Exchange Act or any other applicable federal or state securities laws and regulations; (iv) breach of Section 5 7 (Proprietary Rights) or Section 6 8 (Confidential Information); and (v) a claim asserting that the System infringes a U.S. patent, copyright, trademark or trade secret except that Company will not indemnify under this Section 7 (b)(v) to the extent any claim of infringement is caused by: (x) Client’s modification or use of the System other than as provided in the Agreement; (y) Client’s failure to use corrections or enhancements made available by Company to the extent that such corrections or enhancements would make the System non-non- infringing; or (z) information, specifications or materials provided by Client or on Client’s behalf. If the System is, or in Company’s opinion is likely to be held to be, infringing, Company may at its option obtain for Client the right to continue its use, or Company may terminate this Agreement. The remedies listed in Section 7(b)(v) constitute Client’s sole and exclusive remedies and Company’s entire liability with respect to infringement. Company’s obligation under Section 7(b)(iii) does not apply to Affiliated Representatives.

Company’s Indemnity. Company will indemnify, defend, and hold harmless Client and its affiliates, managers, agents, officers, directors, and employees (“Client Parties”) from and against all Liabilities in connection with or arising out of (i) the inaccuracy of, or Company’s failure to comply with, its representations and warranties; (ii) Company’s gross negligence or willful misconduct; (iii) Company’s or its employees employees’ or registered representativesWealthForge Representatives’ unauthorized verbal or written representation in connection with an Offering made in breach of this Agreement or in violation of the Securities Act or Exchange Act or any other applicable federal or state securities laws and regulations; (iv) breach of Section 5 (Proprietary Rights) or Section 6 (Confidential Information); and (v) a claim asserting that the System infringes a U.S. patent, copyright, trademark or trade secret except that secret. Company’s obligation under Section 7(b)(iii) does not apply to Affiliated Representatives. Company will not indemnify under this Section 7 (b)(v) to the extent any claim of infringement is caused by: (x) Client’s modification or use of the System other than as provided in the Agreement; (y) Client’s failure to use corrections or enhancements made available by Company to the extent that such corrections or enhancements would make the System non-infringing; or (z) information, specifications or materials provided by Client or on Client’s behalf. If the System is, or in Company’s opinion is likely to be held to be, infringing, Company may at its option obtain for Client the right to continue its use, or Company may terminate this Agreement. The remedies listed indemnification obligation in Section 7(b)(v) and the remedies in the preceding sentence constitute Client’s sole and exclusive remedies and Company’s entire liability with respect to infringement. Company’s obligation under Section 7(b)(iii) does not apply to Affiliated Representatives.

Company’s Indemnity. Company will indemnify, defend, and hold harmless Client and its affiliates, managers, agents, officers, directors, and employees (“Client Parties”) from and against all Liabilities in connection with or arising out of (i) the inaccuracy of, or Company’s failure to comply with, its representations and warranties; (ii) Company’s gross negligence or willful misconduct; (iii) Company’s or its employees or registered representatives’ unauthorized verbal or written representation in connection with an Offering made in breach of this Agreement or in violation of the Securities Act or Exchange Act or any other applicable federal or state securities laws and regulations; (iv) breach of Section 5 7 (Proprietary Rights) or Section 6 8 (Confidential Information); and (v) a claim asserting that the System infringes a U.S. patent, copyright, trademark or trade secret except that Company will not indemnify under this Section 7 (b)(v) to the extent any claim of infringement is caused by: (x) Client’s modification or use of the System other than as provided in the Agreement; (y) Client’s failure to use corrections or enhancements made available by Company to the extent that such corrections or enhancements would make the System non-infringing; or (z) information, specifications or materials provided by Client or on Client’s behalf. If the System is, or in Company’s opinion is likely to be held to be, infringing, Company may at its option obtain for Client the right to continue its use, or Company may terminate this Agreement. The remedies listed in Section 7(b)(v) constitute Client’s sole and exclusive remedies and Company’s entire liability with respect to infringement. Company’s obligation under Section 7(b)(iii) does not apply to Affiliated Representatives.

Company’s Indemnity. Company will indemnify, defend, defend and hold harmless Client and its affiliates, managers, agents, officers, directors, agents and employees (“Client Parties”) harmless from and against all Liabilities in connection with or arising out of (i) the inaccuracy of, or Company’s failure to comply with, its representations and warranties; (ii) Company’s gross negligence or willful misconduct; (iii) Company’s or its employees or registered representatives’ unauthorized verbal or written representation in connection with an Offering made in breach of this Agreement or in violation of the Securities Act or Exchange Act or any other applicable federal or state securities laws and regulations; (iv) breach of Section 5 7 (Proprietary Rights) or Section 6 8 (Confidential Information); and (v) a claim asserting that the System infringes a U.S. patent, copyright, trademark or trade secret except that Company will not indemnify under this Section 7 9 (b)(v) to the extent any claim of infringement is caused by: (x) Client’s modification or use of the System other than as provided in the Agreement; (y) Client’s failure to use corrections or enhancements made available by Company to the extent that such corrections or enhancements would make the System non-infringing; or (z) information, specifications or materials provided by Client or on Client’s behalf. If the System is, or in Company’s opinion is likely to be held to be, infringing, Company may at its option obtain for Client the right to continue its use, or Company may terminate this Agreement. The remedies listed in Section 7(b)(v9(b)(v) constitute Client’s sole and exclusive remedies and Company’s entire liability with respect to infringement. Company’s obligation under Section 7(b)(iii) does not apply to Affiliated Representatives.