Common use of Infringement by Others Clause in Contracts

Infringement by Others. Protection of Patents - Purchaser shall promptly inform Bxxxxx of any suspected infringement of any Patent by a third party. Sublicense - Purchaser may grant royalty free sublicenses. Assignment - Purchaser may assign this Agreement to any majority owned Affiliate or to Newco, as defined in the Asset Purchase Agreement. Upon assigning this Agreement to Newco, Bxxxxxxx shall have no further obligations arising from this Agreement. Successors and Assigns - Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party. Dispute Resolution - Disputes or claims under this Agreement shall be limited to money damages. The parties hereto agree to resolve any dispute or disagreements, excluding any dispute relating to patent validity or infringement, which may arise during the course of this Agreement as follows: ● First, Bxxxxx and Purchaser’s senior management will meet to attempt in good faith to resolve such dispute or disagreement; ● If no resolution is reached, either party may request a one-day meeting with a mediator; ● If no resolution is reached by mediation, such dispute or disagreement will be submitted for binding arbitration pursuant to the rules of the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such dispute will be resolved by arbitration before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notices - Notices will be given by (a) certified mail (b) fax, (c) courier service, or (d) electronic mail (e-mail). Certified mail or courier service notice is effective on the earlier of 5 days from being deposited for delivery or the date on the mail or courier receipt. Fax and e-mail notice are effective when the sender receives confirmation that the fax was sent or the e-mail received. A party will send notice to the following mail or e-mail address or another address about which the party gives thirty (30) days prior written notice: TO Bxxxx Xxxxxx: Bxxxx Xxxxxx TO Purchaser: Axxx Xxxxxxxx Scope of Agreement - This Agreement shall be interpreted in concert with the Asset Purchase Agreement as previously referenced in this Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Asset Purchase Agreement, the terms contained in the Asset Purchase Agreement shall control. Applicable Law - This Agreement shall be governed by the laws of the State of New York applicable to agreements negotiated, executed and performed wholly within the state of New York.

Infringement by Others. Protection of Patents - Purchaser LICENSEE shall promptly inform Bxxxxx BRUK of any suspected infringement of any Licensed Patent by a third party. Sublicense - Purchaser LICENSEE may grant royalty free sublicenses. Assignment - Purchaser LICENSEE may not assign this Agreement to any majority owned Affiliate or to Newco, as defined in the Asset Purchase Agreement. Upon assigning this Agreement to Newco, Bxxxxxxx shall have no further obligations arising from this Agreement. Successors and Assigns - Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party. Dispute Resolution - Disputes or claims under this Agreement shall be limited to money damages. – The parties hereto agree to resolve any dispute or disagreements, excluding any dispute relating to patent validity or infringement, which may arise during the course of this Agreement as follows: ● First, Bxxxxx BRUK and PurchaserLICENSEE’s senior management will meet to attempt in good faith to resolve such dispute or disagreement; ● If no resolution is reached, either party may request a one-day meeting with a mediator; ● If no resolution is reached by mediation, such dispute or disagreement will be submitted for binding arbitration pursuant to the rules of the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such dispute will be resolved by arbitration before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. and Mediation Institute of Canada Inc. Notices - Notices will be given by (a) certified mail (b) fax, (c) courier service, or (d) electronic mail (e-mail). Certified mail or courier service notice is effective on the earlier of 5 days from being deposited for delivery or the date on the mail or courier receipt. Fax and e-mail notice are effective when the sender receives confirmation that the fax was sent or the e-mail received. A party will send notice to the following mail or e-mail address or another address about which the party gives thirty (30) 30 days prior written notice: TO Bxxxx XxxxxxBRUK: Bxxxx TO LICENSE: Attention: Xxxx Xxxx Attention: Kunekt Corporation #000 - 000 Xxxxxxxxx Xxxxxx TO Purchaser000 Xxxxx Xxxxx Xxxxxx Vancouver, British Columbia Carson City, Nevada Canada V6G3A7 U.S.A. 00000-0000 Fax: Axxx Xxxxxxxx 000.000.0000 Fax: 000.000.0000 Email: xxxx@xxxx.xxx Email: xxxxx@xxxxxx.xxx Scope of Agreement - This Agreement shall be interpreted in concert with constitutes the Asset Purchase entire Agreement as previously referenced in this Agreement. In the event of any conflict between the terms parties pertaining to the subject matter hereof. No representative of this Agreement and the terms of the Asset Purchase AgreementBRUK or LICENSEE has been authorized to make any representation, the terms warranty, or promise not contained in the Asset Purchase Agreement shall controlherein. Applicable Law - This Agreement shall be governed by the laws of the State Province of New York British Columbia applicable to agreements negotiated, executed and performed wholly within the state of New YorkBritish Columbia.

Infringement by Others. Protection of Patents - Purchaser – LICENSEE shall promptly inform Bxxxxx XXXXXXXX of any suspected infringement of any Licensed Patent by a third party. Sublicense - Purchaser – LICENSEE may not grant royalty free sublicenses. Assignment - Purchaser – LICENSEE may not assign this Agreement to any majority owned Affiliate or to Newco, as defined in the Asset Purchase Agreement. Upon assigning this Agreement to Newco, Bxxxxxxx shall have no further obligations arising from this Agreement. Successors and Assigns - Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party. Dispute Resolution - Disputes or claims under this Agreement shall be limited to money damages. – The parties hereto agree to resolve any dispute or disagreements, excluding any dispute relating to patent validity or infringement, which may arise during the course of this Agreement as follows: ● First, Bxxxxx XXXXXXXX and PurchaserXXXXXXXX’s senior management will meet to attempt in good faith to resolve such dispute or disagreement; ● If no resolution is reached, either party may request a one-day meeting with a mediator; ● If no resolution is reached by mediation, such dispute or disagreement will be submitted for binding arbitration pursuant to the rules of Arbitration in the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such dispute will be resolved by arbitration before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. State of Nevada Notices - – Notices will be given by (a) certified mail (b) fax, (c) courier service, or (d) electronic mail (e-mail). Certified mail or courier service notice is effective on the earlier of 5 days from being deposited for delivery or the date on the mail or courier receipt. Fax and e-mail notice are effective when the sender receives confirmation that the fax was sent or the e-mail received. A party will send notice to the following mail or e-mail address or another address about which the party gives thirty (30) days prior written notice: TO Bxxxx XxxxxxXXXXXXXX: Bxxxx Attention: XXXXX XXXXXXXX 0 Xxx Xxxxxxx Xxxxxxxxx Xxxxxx 89011, USA Email:xxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx TO PurchaserLICENSE: Axxx Xxxxxxxx Smart Biometric Technology, Inc. Attention: Xxx Xxxxxxxxx 0000 Xxxxxx Xxxxxx Parkway Suite 500 Las Vegas, Nevada, 89169 USA Email: xxx@xxxxxxxxxxx.xxx Scope of Agreement - – This Agreement shall be interpreted in concert with constitutes the Asset Purchase entire Agreement as previously referenced in this Agreement. In the event of any conflict between the terms parties pertaining to the subject matter hereof. No representative of this Agreement and the terms of the Asset Purchase AgreementXXXXXXXX or LICENSEE has been authorized to make any representation, the terms warranty, or promise not contained in the Asset Purchase Agreement shall controlherein. Applicable Law - – This Agreement shall be governed by the laws of the State of New York applicable to agreements negotiatedNevada, executed and performed wholly within the state of New YorkUSA.

Infringement by Others. Protection of Patents - Purchaser – LICENSEE shall promptly inform Bxxxxx XXXXXXXX of any suspected infringement of any Licensed Patent by a third party. Sublicense - Purchaser – LICENSEE may not grant royalty free sublicenses. Assignment - Purchaser – LICENSEE may not assign this Agreement to any majority owned Affiliate or to Newco, as defined in the Asset Purchase Agreement. Upon assigning this Agreement to Newco, Bxxxxxxx shall have no further obligations arising from this Agreement. Successors and Assigns - Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party. Dispute Resolution - Disputes or claims under this Agreement shall be limited to money damages. – The parties hereto agree to resolve any dispute or disagreements, excluding any dispute relating to patent validity or infringement, which may arise during the course of this Agreement as follows: ● First, Bxxxxx XXXXXXXX and PurchaserLICENSEE’s senior management will meet to attempt in good faith to resolve such dispute or disagreement; ● If no resolution is reached, either party may request a one-day meeting with a mediator; ● If no resolution is reached by mediation, such dispute or disagreement will be submitted for binding arbitration pursuant to the rules of Arbitration in the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such dispute will be resolved by arbitration before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. State of Nevada Notices - – Notices will be given by (a) certified mail (b) fax, (c) courier service, or (d) electronic mail (e-mail). Certified mail or courier service notice is effective on the earlier of 5 days from being deposited for delivery or the date on the mail or courier receipt. Fax and e-mail notice are effective when the sender receives confirmation that the fax was sent or the e-mail received. A party will send notice to the following mail or e-mail address or another address about which the party gives thirty (30) days prior written notice: TO Bxxxx XXXXXXXX: Attention: XXXXX XXXXXXXX 000 Xxxx Xxxxxx Xxxxxx, Apt. 19620 Xxx Xxxxx, Xxxxxx, 00000 XXX Email: Bxxxx xxxxx@xxxxxxxxxxx.xxx TO LICENSE: Attention: Xxx Xxxxxxxxx 0000 Xxxxxx TO PurchaserXxxxxx Parkway, Suite 500 Las Vegas, Nevada, 89169 USA Email: Axxx Xxxxxxxx xxx@xxxxxxxxxxx.xxx Scope of Agreement - – This Agreement shall be interpreted in concert with constitutes the Asset Purchase entire Agreement as previously referenced in this Agreement. In the event of any conflict between the terms parties pertaining to the subject matter hereof. No representative of this Agreement and the terms of the Asset Purchase AgreementXXXXXXXX or LICENSEE has been authorized to make any representation, the terms warranty, or promise not contained in the Asset Purchase Agreement shall controlherein. Applicable Law - – This Agreement shall be governed by the laws of the State of New York applicable to agreements negotiatedNevada, executed and performed wholly within the state of New YorkUSA.