Common use of Exemption and Indemnification Clause in Contracts

Exemption and Indemnification. 3.1 The Parties acknowledge that the WFOE and/or the Designee shall not be required to take any responsibility in whatever nature or make any economic or other indemnification to any Party hereto as a result of exercise of the Entrusted Rights hereunder. 3.2 The Target Shareholder and the Target agree to indemnify and hold harmless the WFOE and/or the Designee against all losses which it suffers in connection with exercise of the Entrusted Rights, including but not limited to any litigation, allegation or claim initiated by any third party, and losses from administrative investigation or penalty by government authorities. However, losses suffered as a result of the intentional misconduct or gross negligence of the WFOE and/or the Designee shall not be indemnified.

Exemption and Indemnification. 3.1 The Parties acknowledge that the WFOE and/or the Designee shall not be required to take any responsibility in whatever nature or make any economic or other indemnification to any Party hereto as a result of reasonable and lawful exercise of the Entrusted Rights hereunder. 3.2 The Target Shareholder Shareholders and the Target agree to indemnify and hold harmless the WFOE and/or the Designee against all losses which it suffers in connection with reasonable and lawful exercise of the Entrusted Rights, including but not limited to any litigation, allegation or claim initiated by any third party, and losses from administrative investigation or penalty by government authorities. However, losses suffered as a result of the intentional misconduct or gross negligence of the WFOE and/or the Designee or violation of this Agreement shall not be indemnified.