Common use of Infringement and Indemnification Clause in Contracts

Infringement and Indemnification. (a) If PlayBev or CBC becomes aware of any infringement or alleged infringement of the Product Intellectual Property, that party shall immediately notify the other in writing of the name and address of the alleged infringer, the alleged acts of infringement, and any available evidence of infringement. PlayBev shall take such action with respect to the alleged infringement as PlayBev determines is reasonable, including commencement of legal action against the alleged infringer. If PlayBev determines that it is not reasonable to pursue the infringement, it shall so notify CBC, in which event, other than as provided in the Playboy License, CBC shall have the right to pursue claims against the alleged infringer. In the event CBC elects to pursue the alleged infringer, any and all expenses incurred in connection with such legal proceedings shall be borne solely by CBC, who shall retain for itself any and all monies or other benefits derived from such legal proceedings. (b) CBC will defend, indemnify and hold harmless PlayBev and its employees, directors, officers and agents against any third party allegations, demands, suits, investigations, causes of action, proceedings or other claims ("Third Party Claims") and from all damages, liabilities, judgments, costs and expenses (including attorneys' fees and costs) and other such losses ("Losses") which are based on, and send arise in connection with such Third Party Claims to the extent based on, any of the following: (i) any failure of CBC to comply with any Applicable Law; or (ii) any other breach of CBC's obligations under this Agreement, including, without limitation, any representations or warranties of CBC. (c) PlayBev will defend, indemnify and hold harmless CBC 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 PlayBev relating to PlayBev's design and specifications for the Product or marketing and promotion of the Product; (ii) any failure of PlayBev to comply with any Applicable Law; (iii) any other breach of PlayBev's obligations under this Agreement, including any representations or warranties of PlayBev; (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 PlayBev. (d) The Party entitled to indemnification under this Section 12 (the "Indemnified Party") will provide the Party obligated to provide indemnification under this Section 12 (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 12 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. (a) If PlayBev or CBC becomes aware of any infringement or alleged infringement of the Product Intellectual Property, that party shall immediately notify the other in writing of the name and address of the alleged infringer, the alleged acts of infringement, and any available evidence of infringement. PlayBev shall take such action with respect to the alleged infringement as PlayBev determines is reasonable, including commencement of legal action against the alleged infringer. If PlayBev determines that it is not reasonable to pursue the infringement, it shall so notify CBC, in which event, other than as provided in the Playboy License, CBC shall have the right to pursue claims against the alleged infringer. In the event CBC elects to pursue the alleged infringer, any and all expenses incurred in connection with such legal proceedings shall be borne solely by CBC, who shall retain for itself any and all monies or other benefits derived from such legal proceedings. (b) CBC will defend, indemnify and hold harmless PlayBev and its employees, directors, officers and agents against any third party allegations, demands, suits, investigations, causes of action, proceedings or other claims ("Third Party Claims") and from all damages, liabilities, judgments, costs and expenses (including reasonable attorneys' fees and costs) and other such losses ("Losses") which are based on, and send arise in connection with such Third Party Claims to the extent based on, any of the following: (i) any failure of CBC to comply with any Applicable Law; (ii) any product liability claims relating to defective manufacturing of the Product; or (iiiii) any other breach of CBC's obligations under this Agreement, including, without limitation, any representations or warranties of CBC. (c) PlayBev will defend, indemnify and hold harmless CBC 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 PlayBev relating to PlayBev's design and specifications for the Product or marketing and promotion of the Product; (ii) any failure of PlayBev to comply with any Applicable Law; (iii) any other breach of PlayBev's obligations under this Agreement, including any representations or warranties of PlayBev; (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 PlayBev. (d) The Party entitled to indemnification under this Section 12 (the "Indemnified Party") will provide the Party obligated to provide indemnification under this Section 12 (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 12 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. (a) If PlayBev Licensor or CBC CMC becomes aware of any infringement or alleged infringement of the Product Intellectual Property, that party shall immediately notify the other in writing of the name and address of the alleged infringer, the alleged acts of infringement, and any available evidence of infringement. PlayBev Licensor shall take such action with respect to the alleged infringement as PlayBev Licensor determines is reasonable, including commencement of legal action against the alleged infringer. If PlayBev Licensor determines that it is not reasonable to pursue the infringement, it shall so notify CBCCMC, in which event, other than as provided in the Playboy License, CBC event CMC shall have the right to pursue claims against the alleged infringer. In the event CBC CMC elects to pursue the alleged infringer, any and all expenses incurred in connection with such legal proceedings shall be borne solely by CBCCMC, who shall retain for itself any and all monies or other benefits derived from such legal proceedings. (b) CBC CMC will defend, indemnify and hold harmless PlayBev Licensor and its employees, directors, officers his employees and agents against any third party allegations, demands, suits, investigations, causes of action, proceedings or other claims ("Third Party Claims") and from all damages, liabilities, judgments, costs and expenses (including attorneys' fees and costs) and other such losses ("Losses") which that are based on, on and send arise in connection with such Third Party Claims to the extent based on, on any of the following: (i) any failure of CBC CMC to comply with any Applicable Law; or (ii) any other breach of CBCCMC's obligations under this Agreement, including, without limitation, any representations or warranties of CBCCMC; or (iii) any allegation of illness, personal injury or death caused by the Product or any other product liability claim related to the Product that results from the manufacture of the Product at the direction of CMC. (c) PlayBev Licensor will defend, indemnify and hold harmless CBC CMC and its employees, directors, officers and agents against any Third Party Claims (as defined above) and any Losses (as defined above) which that are based on and arise in connection with such Third Party Claims and to the extent based on, on any of the following: (i) any negligent act or omission by PlayBev Licensor relating to PlayBevLicensor's design and specifications for the Product or marketing and promotion of the ProductProduct within the Allowed Markets; (ii) any failure of PlayBev Licensor to comply with any Applicable Law; (iii) any other breach of PlayBevLicensor's obligations under this Agreement, including any representations or warranties of PlayBevLicensor; (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 PlayBevLicensor. (d) The Party entitled to indemnification under this Section 12 8 (the "Indemnified Party") will provide the Party obligated to provide indemnification under this Section 12 8 (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 12 8 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 settlement that 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. (a) If PlayBev or CBC becomes aware of any infringement or alleged infringement of the Product Intellectual Property, that party shall immediately notify the other in writing of the name and address of the alleged infringer, the alleged acts of infringement, and any available evidence of infringement. PlayBev shall take such action with respect to the alleged infringement as PlayBev determines is reasonable, including commencement of legal action against the alleged infringer. If PlayBev determines that it is not reasonable to pursue the infringement, it shall so notify CBC, in which event, other than as provided in the Playboy License, CBC shall have the right to pursue claims against the alleged infringer. In the event CBC elects to pursue the alleged infringer, any and all expenses incurred in connection with such legal proceedings shall be borne solely by CBC, who shall retain for itself any and all monies or other benefits derived from such legal proceedings. (b) CBC Cirtran will defend, indemnify and hold harmless PlayBev Shaka and its employees, directors, officers and agents against any third party allegations, demands, suits, investigations, causes of action, proceedings or other claims ("Third Party Claims") and from all damages, liabilities, judgments, costs and expenses (including attorneys' fees and costs) and other such losses ("Losses") which that are based on, and send arise in connection with such Third Party Claims to the extent based on, any of the following: (i) any failure of CBC Cirtran to comply with any Applicable Law; or (ii) any other breach of CBCCirtran's obligations under this Agreement, including, without limitation, any representations or warranties of CBCCirtran. (cb) PlayBev Shaka will defend, indemnify and hold harmless CBC Cirtran and its employees, directors, officers and agents against any Third Party Claims (as defined above) and any Losses (as defined above) which that 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 PlayBev Shaka relating to PlayBevShaka's design and specifications for the Product or marketing and promotion of the Product; (ii) any failure of PlayBev Shaka to comply with any Applicable Law; (iii) any other breach of PlayBevShaka's obligations under this Agreement, including any representations or warranties of PlayBevShaka; (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 PlayBevShaka. (dc) The Party entitled to indemnification under this Section 12 8 (the "Indemnified Party") will provide the Party obligated to provide indemnification under this Section 12 8 (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 12 8 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. (a) If PlayBev GB or CBC LBC becomes aware of any infringement or alleged infringement of the Product Intellectual Property, that party shall immediately notify the other in writing of the name and address of the alleged infringer, the alleged acts of infringement, and any available evidence of infringement. PlayBev GB shall take such action with respect to the alleged infringement as PlayBev GB determines is reasonable, including commencement of legal action against the alleged infringer. If PlayBev GB determines that it is not reasonable to pursue the infringement, it shall so notify CBCLBC, in which event, other than as provided in the Playboy LicenseHUSTLER Licenses, CBC LBC shall have the right to pursue claims against the alleged infringer. In the event CBC LBC elects to pursue the alleged infringer, any and all expenses incurred in connection with such legal proceedings shall be borne solely by CBCLBC, who shall retain for itself any and all monies or other benefits derived from such legal proceedings. (b) CBC LBC will defend, indemnify and hold harmless PlayBev GB and its employees, directors, officers and agents against any third party allegations, demands, suits, investigations, causes of action, proceedings or other claims ("“Third Party Claims"”) and from all damages, liabilities, judgments, costs and expenses (including attorneys' ’ fees and costs) and other such losses ("“Losses"”) which are based on, and send arise in connection with such Third Party Claims to the extent based on, any of the following: (i) any failure of CBC LBC to comply with any Applicable Law; or (ii) any other breach of CBC's LBC’s obligations under this Agreement, including, without limitation, any representations or warranties of CBCLBC. (c) PlayBev GB will defend, indemnify and hold harmless CBC LBC 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 PlayBev GB relating to PlayBev's GB’s design and specifications for the Product or marketing and promotion of the Product; (ii) any failure of PlayBev GB to comply with any Applicable Law; (iii) any other breach of PlayBev's GB’s obligations under this Agreement, including any representations or warranties of PlayBevGB; (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 PlayBevGB. (d) The Party entitled to indemnification under this Section 12 10 (the "“Indemnified Party"”) will provide the Party obligated to provide indemnification under this Section 12 10 (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 12 10 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 ’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.