Common use of Infringement and Indemnification Clause in Contracts

Infringement and Indemnification. 8.1 Licensee shall be solely and entirely responsible for enforcing the Moosehead Marks against third parties including the commencement of court proceedings against such third parties. To the extent Licensor is required to be a named plaintiff in any such third party proceedings, Licensee shall be entitled to name the Licensor in the proceedings provided the express written permission of Licensor is first requested and obtained and provided further Licensee is responsible for the payment of all costs, including legal fees arising out of such third party proceedings. Licensee shall be entitled to all costs and damages assessed against the third party and awarded the Licensee, Licensor or the Licensee and the Licensor. Should Licensor elect not to be named a plaintiff in any third party proceeding, Licensee shall have the right to receive assignment of the marks immediately notwithstanding the term of the trademark license in Section 2.1 provided licensee has paid licensor all moneys as set forth above. 8.2 In the event of third party proceedings instituted against Licensor or Licensee as a result of Licensee's use of the Moosehead Marks in its capacity as exclusive Licensee or assignee of the Moosehead Marks, Licensee in its sole discretion shall decide if the proceedings should be defended or settled on terms acceptable to Licensee. Licensee shall be solely responsible for all costs, including legal fees, incurred in connection with the defence or settlement of proceedings of this nature including, but not limited to, all costs and damages assessed in a final and unappealable judgment entered against Licensee or Licensor or both of them, and in furtherance thereof, Licensee agrees to protect, indemnify, defend and hold Licensor harmless from and against any and all claims, demands, assessments, awards and liabilities of whatever nature, and all costs or expenses including reasonable attorney fees arising out of the foregoing.

Infringement and Indemnification. 8.1 Licensee (a) Infringement by Third Person. In the event Licensor or Horus have reason to believe that a Third Person may be infringing or misappropriating any of the Licensed Patents or Licensed Proprietary Technology, or infringing, misappropriating or diluting any Licensed Trademark, such party shall be solely and entirely responsible for enforcing promptly notify the Moosehead Marks against third parties including other party. Licensor may, in its discretion, elect to enforce the commencement of court proceedings against such third partiesLicensed Patents, Licensed Proprietary Technology or Licensed Trademarks, through legal action or otherwise. To the extent Licensor is required to be a named plaintiff Horus shall, upon Licensor's request, join in any such third enforcement action if under the laws of the country in which such action is being brought Horus is an indispensable party proceedings, Licensee shall be entitled to name the Licensor such action and must so join in the proceedings provided the express written permission of Licensor is first requested and obtained and provided further Licensee is responsible such action in order for the payment action to be prosecuted. Horus and Licensor shall pay all of their own costs of participating in any such enforcement action or proceeding (including, without limitation, all costsof their own attorney's fees, including legal fees arising out of such third party proceedings. Licensee shall be entitled to all litigation costs and damages assessed against the third party and awarded the Licenseecosts of investigation). At all times in any such enforcement action, Licensor or the Licensee and the Licensor. Should Licensor elect not to be named a plaintiff in any third party proceeding, Licensee its counsel shall have the right to receive assignment retain control of the marks immediately notwithstanding the term of the trademark license in Section 2.1 provided licensee has paid licensor all moneys as set forth above. 8.2 litigation. In the event of third party proceedings instituted against Licensor or Licensee as a result of Licensee's use elects not to enforce the Licensed Patents within three (3) months after notice of the Moosehead Marks in possible infringement is given between Licensor and Horus, Horus may thereafter institute a lawsuit at its capacity as exclusive Licensee or assignee expense to prevent continuation of the Moosehead Markssuch potential infringement, Licensee in its sole discretion shall decide if the proceedings should be defended or settled on terms acceptable to Licensee. Licensee shall be solely responsible for all costs, including legal fees, incurred in connection with the defence or settlement prior written consent of proceedings of Licensor, which consent shall not be unreasonably withheld. Licensor will provide reasonable cooperation with respect to any lawsuit which Horus may bring pursuant to this nature including, but not limited to, all costs Article 11. (i) (Confidential information has been omitted and damages assessed in a final filed separately with the Securities and unappealable judgment entered against Licensee or Licensor or both of them, Exchange Commission) (ii) (Confidential information has been omitted and in furtherance thereof, Licensee agrees to protect, indemnify, defend filed separately with the Securities and hold Licensor harmless from and against any and all claims, demands, assessments, awards and liabilities of whatever nature, and all costs or expenses including reasonable attorney fees arising out of the foregoing.Exchange Commission)

Infringement and Indemnification. 8.1 Licensee (a) If Arrowhead or DMG becomes aware of any infringement or alleged infringement of the Product Intellectual Property, that party shall be solely immediately notify the other in writing of the name and entirely responsible for enforcing address of the Moosehead Marks against third parties alleged infringer, the alleged acts of infringement, and any available evidence of infringement. Arrowhead shall take such action with respect to the alleged infringement as Arrowhead determines is reasonable, including the commencement of court proceedings against such third parties. To the extent Licensor is required to be a named plaintiff in any such third party proceedings, Licensee shall be entitled to name the Licensor in the proceedings provided the express written permission of Licensor is first requested and obtained and provided further Licensee is responsible for the payment of all costs, including legal fees arising out of such third party proceedings. Licensee shall be entitled to all costs and damages assessed action against the third party and awarded alleged infringer. If Arrowhead determines that it is not reasonable to pursue the Licenseeinfringement, Licensor or the Licensee and the Licensor. Should Licensor elect not to be named a plaintiff it shall so notify DMG, in any third party proceeding, Licensee which event DMG shall have the right to receive assignment of pursue claims against the marks immediately notwithstanding the term of the trademark license in Section 2.1 provided licensee has paid licensor all moneys as set forth above. 8.2 alleged infringer. In the event of third party proceedings instituted against Licensor or Licensee as a result of Licensee's use of DMG elects to pursue the Moosehead Marks in its capacity as exclusive Licensee or assignee of the Moosehead Marksalleged infringer, Licensee in its sole discretion shall decide if the proceedings should be defended or settled on terms acceptable to Licensee. Licensee shall be solely responsible for any and all costs, including legal fees, expenses incurred in connection with the defence or settlement of such legal proceedings of this nature includingshall be borne solely by DMG, but not limited to, all costs and damages assessed in a final and unappealable judgment entered against Licensee or Licensor or both of them, and in furtherance thereof, Licensee agrees to protect, indemnify, defend and hold Licensor harmless from and against who shall retain for itself any and all claimsmonies or other benefits derived from such legal proceedings. (b) DMG will defend, indemnify and hold harmless Arrowhead and its employees, directors, officers and agents against any third party allegations, demands, assessmentssuits, awards investigations, causes of action, proceedings or other claims ("Third Party Claims") and liabilities of whatever naturefrom all damages, liabilities, judgments, costs and expenses (including attorneys' fees and costs) and other such losses ("Losses") which are based on, and all costs or expenses including reasonable attorney fees arising out send arise in connection with such Third Party Claims to the extent based on, any of the foregoingfollowing: (i) any failure of DMG to comply with any Applicable Law; or (ii) any other breach of DMG's obligations under this Agreement, including, without limitation, any representations or warranties of DMG. (c) Arrowhead will defend, indemnify and hold harmless DMG and its employees, directors, officers and agents against any Third Party Claims (as defined above) and any Losses (as defined above) which are based on and arise in connection with such Third Party Claims and to the extent based on, any of the following: (i) any negligent act or omission by Arrowhead relating to Arrowhead's design and specifications for the Product or marketing and promotion of the Product; (ii) any failure of Arrowhead to comply with any Applicable Law; (iii) any other breach of Arrowhead's obligations under this Agreement, including any representations or warranties of Arrowhead; (iv) the Product infringing upon any intellectual property rights of a third party, including, without limitation, patent, copyright, trade secret, trademark, etc.; or (v) allegation of illness, personal injury or death caused by the Product or any other product liability claim related to the Product which results from the design or specifications provided by Arrowhead. (d) The Party entitled to indemnification under this Section 9 (the "Indemnified Party") will provide the Party obligated to provide indemnification under this Section 9 (the "Indemnifying Party") with prompt notice of any Third Party Claim for which its seeks indemnification, provided that the failure to do so will not excuse the Indemnifying Party of its obligations under this Section 9 except to the extent prejudiced by such failure or delay. The Indemnifying Party will defend any such Third Party Claim and have the sole right to control the defense and settlement of the Third Party Claim, provided that the Indemnified Party may not, without the Indemnified Party's consent, enter into any settlement, which admits guilt, liability or culpability on the part of the Indemnified Party. The Indemnified Party will provide reasonable cooperation to the Indemnifying Party in defending any Third Party Claim.

Infringement and Indemnification. 8.1 (A) Licensee shall be solely and entirely responsible for enforcing the Moosehead Marks against third parties including the commencement of court proceedings against such third parties. To the extent Licensor is required to be a named plaintiff in any such third party proceedings, Licensee shall be entitled to name promptly notify the Licensor in the proceedings provided the express written permission of Licensor is first requested and obtained and provided further Licensee is responsible for the payment of all costsacts of any actual, including legal fees arising out alleged, attempted, or threatened infringements, imitations, or unauthorized use of patents, trademarks, Licensed Marks or Licensed Materials or unfair competition, which come to the Licensee's attention. Licensor shall have a reciprocal obligation. The party learning of such third infringement or disclosure shall promptly notify the other party proceedingshereto in writing thereof providing factual details thereof. The Licensee shall be entitled may not take legal action relating to all costs and damages assessed against the third party and awarded the Licensee, Licensor or the Licensee and the Licensor. Should 's intellectual property on behalf of the Licensor elect not to be named a plaintiff in any third party proceeding, Licensee without the Licensor's prior written consent. (B) Licensor shall have the right sole right, at its expense to receive assignment bring any action on account of the marks immediately notwithstanding the term of the trademark license in Section 2.1 provided licensee has paid licensor all moneys as set forth above. 8.2 In the event of third party proceedings instituted against Licensor any such infringements, limitations or Licensee as a result of Licensee's unauthorized use of the Moosehead Marks in its capacity as exclusive Licensee or assignee of the Moosehead Marks, Licensee in its sole discretion shall decide if the proceedings should be defended or settled on terms acceptable to Licensee. and Licensee shall be solely responsible for all costscooperate with Licensor, including legal feesas Licensor may reasonably request, incurred in connection with the defence or any such action brought by Licensor. Licensor shall retain any and all damages, settlement of proceedings of this nature includingand/or compensation paid in connection with any such action brought by Licensor. (C) Licensee, but not limited to, all costs at its expense shall defend and damages assessed in a final and unappealable judgment entered against Licensee or Licensor or both of themindemnify, and in furtherance thereof, Licensee agrees to protect, indemnify, defend save and hold Licensor harmless from and against any and all liabilities, claims, demandscauses of action, assessmentssuits, awards and liabilities damages including without limitation, suits for personal injury or death of whatever naturethird parties, and all costs or expenses expenses, including reasonable attorney attorneys' fees arising out and expenses, for which Licensor becomes liable, or may incur or be compelled to pay by reason of Licensee's activities or breach of the foregoing.terms of this Agreement, including but not limited to: (i) claims of infringement of any intellectual property right; or

Infringement and Indemnification. 8.1 Licensee In addition to the warranties set forth in Paragraph 6, Seller warrants that all Products and Work shall be delivered free of any claim that such Products or Work infringes any patent, copyright, trade secret or other intellectual property right of any third party, except insofar as such claims are based solely on Seller’s literal compliance with Buyer’s written specifications for such Products or Work. Seller shall indemnify, defend, and entirely responsible for hold harmless Buyer and its representatives, officers, directors, employees, agents, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, other fees, and the costs of enforcing any right to indemnification under these Terms and Conditions and the Moosehead Marks against third parties including the commencement cost of court proceedings against such third parties. To the extent Licensor is required pursuing any insurance providers, (collectively, "Losses") relating to be any claim of a named plaintiff in any such third party proceedingsalleging: breach or non-fulfillment of any representation, Licensee shall be entitled to name the Licensor in the proceedings provided the express written permission warranty, and any negligent or more culpable Act or omission of Licensor is first requested and obtained and provided further Licensee is responsible for the payment of all costsIndemnifying Party or its personnel (including any strict product liability, including legal fees arising out of such third party proceedings. Licensee shall be entitled to all costs and damages assessed against the third party and awarded the Licensee, Licensor recklessness or the Licensee and the Licensor. Should Licensor elect not to be named a plaintiff in any third party proceeding, Licensee shall have the right to receive assignment of the marks immediately notwithstanding the term of the trademark license in Section 2.1 provided licensee has paid licensor all moneys as set forth above. 8.2 In the event of third party proceedings instituted against Licensor or Licensee as a result of Licensee's use of the Moosehead Marks in its capacity as exclusive Licensee or assignee of the Moosehead Marks, Licensee in its sole discretion shall decide if the proceedings should be defended or settled on terms acceptable to Licensee. Licensee shall be solely responsible for all costs, including legal fees, incurred willful misconduct) in connection with the defence performance of its obligations under these Terms and Conditions or settlement the sale of proceedings any Products, including any bodily injury, death of this nature includingany person or damage to real or tangible personal property caused by any acts or omissions of Indemnifying Party or its personnel or any failure by Indemnifying Party or its personnel or the Products to comply with any applicable law or regulation. Buyer will notify Seller of any such claim and permit Seller, but not limited toat Seller’s sole expense, to defend or settle such claim. In the event that any Product or Work is determined to infringe any intellectual property right of any third party, Seller shall, at Buyer’s option, either (a) obtain from such third party, at Seller’s sole expense, the right for Buyer and Buyer’s customers to continue using the infringing Products and/or Work; (b) modify Products and/or Work at Seller’s sole expense so as to render them non-infringing, while maintaining substantially identical fit, form and function; or (c) refund to Buyer the total purchase price paid for all costs infringing Products and damages assessed in a final and unappealable judgment entered against Licensee or Licensor or both of them, and in furtherance thereof, Licensee agrees to protect, indemnify, defend and hold Licensor harmless from and against any and all claims, demands, assessments, awards and liabilities of whatever nature, and all costs or expenses including reasonable attorney fees arising out of the foregoingWork.