Common use of LIABILITY, INDEMNITY AND INSURANCE Clause in Contracts

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with the Licensee’s exercise of the rights granted to it under this Agreement: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee; (c) the enforcement of this Agreement; and (d) any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Products. 7.3 An indemnity given by a Party (“the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 The Licensee shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry of the Agreement, and shall supply the Licensor with a copy of such policy on request.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 5.1 To the fullest extent permitted by law, MN Airlines shall release, indemnify, defend and hold harmless Delta, and its directors, officers, employees and agents (collectively, the Licensor shall “Indemnified Parties” and individually, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, judgments, fines, civil penalties, suits and causes of action of every kind, character and nature whether groundless or otherwise, as well as costs and expenses of any kind, character or nature whatsoever, including but not be liable limited to interest, court costs and attorney’s fees (collectively, “Claims” and individually, a “Claim”), which in any way arise out of or result from the performance or nonperformance of Services under this Agreement or otherwise arise out of or relate to the Licensee subject matter of this Agreement, including but not limited to Claims for injury to or death of any costsperson and loss of, expensesdamage to or destruction of any property, loss real or damage personal ; provided, however, that nothing in this section 5.1 shall be construed to limit or otherwise affect in any manner any claims by MN Airlines which (i) are the subject of any warranty or guaranty by Delta, including without limitation the Warranty provided in section 7 below or (ii) arise from or relate to a breach of contract by Delta except to the extent such breach relates to or arises from the failure by MN Airlines to perform its obligations hereunder. The foregoing release and indemnity shall apply regardless of whether or not the Claim arises out of or relates to the negligence (whether directactive, indirect passive or consequential and whether economic otherwise) or other) was caused in part by an Indemnified Party. However, nothing contained in this Section 5 shall be construed as an indemnity in favor of an Indemnified Party from or against any Claim to the extent arising from the Licensee’s exercise gross negligence or willful misconduct of the rights granted to it under this Agreement save that the Licensor such Indemnified Party. In no event shall indemnify Licensee any Indemnified Party be liable for costsany indirect, expenses losses special or damages directly arising from the licensor’s breach consequential damages, including lost revenues or profits and loss of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilitiesuse of equipment, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered aircraft or incurred by the Licensor facilities arising out of or in connection with the Licensee’s exercise performance or nonperformance of Services under this Agreement and MN Airlines’ obligation to indemnify shall extend to such liabilities regardless of the rights granted party asserting such liabilities. This Agreement shall not be construed to it negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this section. MN Airlines’ obligations under this Agreement: (a) Section 5 shall not be limited in any way by any limitation on the Licenseeamount or type of damages, compensation or benefits paid or payable by MN Airlines under Worker’s exercise Compensation Acts, disability benefit acts or other employee benefit laws or regulations. The indemnification obligations of the rights granted to it under this Agreement; (b) the Licensee’s breach Section 5 shall survive termination or negligent performance or non-performance expiration of this Agreement, including any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee; (c) the enforcement of this Agreement; and (d) any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Products. 7.3 An indemnity given by a Party (“the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result 5.2 Delta will promptly notify MN Airlines of any material breach by Claim made or suit brought within the Indemnified Party scope of Section 5.1 and MN Airlines shall have the right to assume and conduct the defense or to effect any term of this Agreement, settlement which it may deem proper provided that it reaffirms that its indemnity obligations hereunder will cover such Claim or any act of negligence or wilful misconduct by the Indemnified Partysuit. 7.4 The Licensee shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry of the Agreement, and shall supply the Licensor with a copy of such policy on request.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 11.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s 's exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2Agreement. 7.2 11.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) (each a "Claim") suffered or incurred by the Licensor arising out of or in connection with the Licensee’s exercise of the rights granted to it under this Agreementwith: (a) the Licensee’s 's, or any of its Sub-licensees, exercise of its rights under the rights granted to it under this Agreement;Licence; or (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including any product liability claim relating to the Licensed Products manufactured, supplied or put into use by or on behalf of the Licensee its Sub-Licensees. 11.3 Subject to clause 6.5, if any third party makes a Claim, or notifies an intention to make a Claim, against the Licensor which may reasonably be considered likely to give rise to a liability under this indemnity (a "Relevant Claim"), the Licensor shall: (a) as soon as reasonably practicable, give written notice of the Relevant Claim to the Licensee, specifying the nature of the Relevant Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Relevant Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or delayed) provided that the Licensor may settle the Relevant Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee) without obtaining the Licensee's consent if the Licensor believes that failure to settle the Relevant Claim would be prejudicial to it in any material respect; (c) give the enforcement Licensee access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of this Agreementthe Licensor, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee's expense) for the purpose of assessing the Relevant Claim; and (d) any claim made against subject to the Licensee providing security to the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Products. 7.3 An indemnity given by a Party (“the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to Licensor' reasonable satisfaction against any liabilitiesclaim, liability, costs, expenses, damages or losses incurred which may be incurred, take such action as the Licensee may reasonably request to avoid, dispute, compromise or defend the Relevant Claim. 11.4 If a payment due from the Licensee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Indemnified Party Licensor shall be entitled to receive from the Licensee such amounts as a result shall ensure that the net receipt, after tax, to the Licensor in respect of the payment is the same as it would have been were the payment not subject to tax. 11.5 Prior to the commencement of any material breach by human clinical studies the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 The Licensee shall, at its own expense, carry put in place product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreementat least £5,000,000. The Licensee shall ensure that such insurance policy names shall include liability claims against products incorporating the Licensor as co-insured with the Licensee Licensed Products and that cover remains in effect throughout the duration of this agreement Agreement and for a period of three years one (1) year after its termination or expiry of the Agreementexpiry, and shall shall: (a) expressly name the Licensor as a beneficiary under the policy; and (b) supply the Licensor with a copy of such policy on request. 11.6 Nothing in this Licence shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To 10.1 Nothing in this Agreement shall impose upon Licensor liability for any Licensed Products Commercialized by any Licensee Party. 10.2 The Licensee hereby declares that it assumes any and all liabilities and responsibilities, under any applicable laws, for any Licensed Products Commercialized by or on behalf of the fullest extent permitted by lawLicensee. Without derogating from the generality of the aforesaid, the Licensor Licensee shall be responsible to obtain, at its own risk and expense, any and all licenses and/or official authorizations, including without limitation with respect to standards and/or quality, required with respect to the development and Commercialization of the Licensed Products in accordance with any applicable laws, rules and regulations. 10.3 All warranties in connection with the Licensed Products, if made, shall be made by the Licensee as manufacturer and seller or service provider, and shall not directly or by implication obligate Licensor or any of Licensor’s officers, directors, agents, employees, shareholders, successors or assignees (collectively with Licensor, the “Licensor Indemnitees”). 10.4 No Licensor Indemnitee shall be liable to the Licensee for any costsclaim, expensesdemand, loss liability, cost, loss, damage or damage expense (whether directincluding legal costs and attorneys’ fees) of whatever kind or nature (collectively, indirect “Liabilities”) caused to or consequential and whether economic suffered by any Person (including any Licensee Party) that directly or other) arising indirectly arise out of or result from or are encountered in connection with the Licensee’s exercise of the rights granted to it under this Agreement save that License and/or the Licensor shall indemnify Licensee for costsCommercialization of any Licensed IP, expenses losses including directly or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor indirectly arising out of or resulting from or encountered in connection with the Licensee’s exercise development or Commercialization of any of the rights granted Licensed Products and/or Licensed IP by any Licensee Party, or any Person acting in the name of or on behalf of any Licensee Party, or acquiring, directly or indirectly, any of the Licensed Products from any Licensee Party. 10.5 In the event that any Licensor Indemnitee should incur or suffer any Liabilities in a court of final, non-appealable judgment or settlement that directly arise out of or are encountered as described in Section 10.4 above, or shall be obliged to it under this Agreement: pay to any Person any amount whatsoever in connection with any Liabilities as aforesaid in Section 10.4 above, then the Licensee shall defend, indemnify and hold harmless such Licensor Indemnitee from and against any and all such Liabilities. The indemnification obligations of the Licensee are conditioned (except as stated otherwise) upon: (a) prompt notice by a Licensor Indemnitee to the Licensee’s exercise Licensee of the cause of action for any claim, provided that failure to notify the Licensee as aforementioned shall not relieve the Licensee from any liability hereunder (i) if the Licensee had actual notice of such action or proceeding, or (ii) unless and only to the extent of any forfeiture by the Licensee of substantial rights granted and defenses resulting therefrom, and will not in any event relieve the Licensee from any obligation or liability that the Licensee may have to it under this Agreement; any Licensor Indemnitee otherwise than on account of the indemnity obligation hereunder; (b) the Licensee’s breach or negligent performance or non-performance Licensee shall be granted with sole control of this Agreementthe defense of the claim and the settlement thereof, including any product liability claim relating to provided that no settlement shall be made without the Products manufactured, supplied or put into use by prior written consent of the Licensee; Licensor Indemnitee which consent shall not be unreasonably withheld and provided that the Licensee diligently pursues the defense of such claim; and (c) the enforcement Licensor Indemnitee provides reasonable assistance and cooperation as requested by the Licensee and at the Licensee's expense. 10.6 Without limiting the generality of this Agreement; and (d) any claim made against the Licensor by a third party foregoing, the Licensee’s indemnification as aforesaid shall include product liability claims and demands for Liabilities attributable to death, personal injury or damage to property arising out of or in connection with defective Productsdamage. 7.3 An indemnity given 10.7 The Licensee shall at its own expense obtain commercial insurance, commensurate with such level of risk as should reasonably be anticipated in the present and the foreseeable future, to insure against those Liabilities described above during the period immediately beginning prior to any Commercialization and continuing during the entire period that the License is in force, plus any additional period thereafter during which any Licensed Product continues to be Commercialized by a Party (“any Licensee Party. Such insurance shall be in reasonable amounts and on reasonable terms in the Indemnifying Party”) circumstances, having regard, in particular, to the other nature of the Licensed Products, and shall be subscribed for from a reputable insurance company. The Licensor shall be included as additional insured under such insurance, and the beneficiaries thereof shall include also the respective employees, officers and directors of the Licensor. Said insurance policy shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (“without right of subrogation as against any of the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by insured under the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreementpolicy, or any act of negligence their representatives, employees, officers, directors or wilful misconduct by anyone in their name) and shall further provide that the Indemnified Party. 7.4 The Licensee shall, insurer will be obliged to notify each insured in writing at its expense, carry product liability and comprehensive general liability insurance coverage least thirty (30) days in advance of an amount adequate to support its liabilities under this Agreementthe expiry or cancellation of the policy or policies. The Licensee hereby undertakes to comply with all obligations imposed upon it under such policy or policies and in particular, without limiting the generality of the foregoing, to pay in full all premiums and other payments for which it is liable pursuant to such policy or policies. Upon request, the Licensee shall ensure that such insurance policy names submit to the Licensor as co-insured with a certificate of insurance evidencing the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry aforesaid within thirty (30) days of the Agreement, and shall supply the Licensor with a copy date of issue of each such policy on requestpolicy.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To the fullest extent permitted by law, the Licensor 3.1 The Company shall not be liable to the Licensee for any costs, expenses, loss or damage caused by any event or circumstance beyond its reasonable control (whether directsuch as extreme weather conditions, indirect the actions of third parties not employed by it or consequential any defect in any part of an Owner’s or third party’s vessel); this extends to loss or damage to Vessels, gear, equipment, cars or other goods left with it for repair or storage, and whether economic harm to persons entering the Premises or otherthe Harbour and/or using any facilities or equipment. 3.2 The Company shall take all reasonable steps to maintain security at the Premises and to maintain the facilities at the Premises and in the Harbour in reasonably good working order. Subject to this, and in the absence of negligence or breach of duty on the part of the Company, Vessels, gear, equipment or other goods are left at the Owner’s own risk and Owners should ensure that they have appropriate fully comprehensive insurance against all usual risks. 3.3 The Company shall not be under any duty to salvage or preserve an Owner’s Vessel or other property from the consequences of any defect in the Vessel or property concerned unless it shall have been expressly engaged to do so by the Owner on commercial terms. Similarly, the Company shall not be under any duty to salvage or preserve an Owner’s Vessel or other property from the consequences of an accident for which the Company is not responsible. However, the Company reserves the right to do in any appropriate circumstances, particularly where a risk is posed to the safety of people, property or the environment. Where it does so it shall be entitled to charge the Owner concerned on normal commercial charging basis (and where appropriate, to claim a salvage reward). 3.4 Owners may themselves be liable for any loss or damage caused by them, their crew/passengers or their Vessels and they shall be obliged unless expressly agreed in writing with the Marina Manager, to maintain adequate fully comprehensive insurance including third party liability cover for the full market value of the Vessel, its gear and equipment and for not less than £3,000,000 and where appropriate, Employer’s liability cover (in accordance with current legal requirements) to at least the statutory minimum. Such insurance shall be affected with reputable insurers and the Owner shall be obliged to produce evidence of such insurance within 7 days of being requested to do so by the Company. 3.5 The Owner hereby agrees to indemnify the Company against any loss, damage or costs reasonably incurred by, and all claims or proceedings instituted against, the Company and/or it servants or agents which may be caused by the Owner, the Vessel or vehicle or other property belonging to the Owner, or his servants, agents, crew, guests, or sub- contractors except to the extent that such loss, damage, costs, claims or proceedings may be caused by an act or omission of the Company or those for whom it is responsible. 3.6 The Company provides Wi Fi internet at the Harbour free of charge for use by Owners on the strict proviso that the Company offers no guarantee of availability, stability or performance of the service from time to time and accepts no liability from any reliance placed or perceived loss arising from the Licensee’s exercise use of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach service. 3.7 All persons using any part of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilitiesHarbour, costs, expenses, damages Marina and/or Premises or facilities provided thereon for whatever purpose and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered whether by invitation or incurred by the Licensor arising out of or in connection with the Licensee’s exercise of the rights granted to it under this Agreement: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including otherwise do so at their own risk unless any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee; (c) the enforcement of this Agreement; and (d) any claim made against the Licensor by a third party for death, personal injury or damage to person or property arising out of sustained was caused by or in connection with defective Products. 7.3 An indemnity given by resulted from a Party (“the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages negligent act or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 The Licensee shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry omission of the Agreement, and shall supply the Licensor with a copy of such policy on requestCompany or those for whom it is responsible.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 6.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.27.2. 7.2 6.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with the Licensee’s exercise of the rights granted to it under this Agreement: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee; (c) the enforcement of this Agreement; and (d) any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Productsthe Events. 7.3 6.3 An indemnity given by a Party (the “the Indemnifying Party”) to the other (the “the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 The 6.4 Licensee shall procure that MSG shall, for such time that it serves as producer of the Events, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry of the Agreementinsured, and shall supply the Licensor with a copy of such policy on request.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To A. Franchisee is required, and by the fullest extent permitted by lawacceptance hereof, agrees to fully indemnify, defend, hold harmless, protect and save the Licensor shall not be liable to the Licensee for any costsTown, expensesits council, loss or damage (whether directmanager, indirect or consequential officers, employees and whether economic or other) arising agents, harmless from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor and against all liabilitiesdamage, costslawful claims and demands, expenses, damages and losses (including from any and all interestloss, penalties and legal costs (calculated on liability, cost or expense, necessarily incurred as a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor result thereof, arising out of any negligent act or omission of Franchisee in the construction, removal, maintenance, operation, replacement, inspection or repair of Franchisee’s telecommunication system or in connection the use and operation thereof, including but not limited to attorneys’ fees and costs incurred, and Franchisee shall at all times comply with the Licensee’s exercise any lawful present or future ordinances, rules or regulations of the rights granted to it under this Agreement: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including any product liability claim Town relating to the Products manufacturedmanner of occupation or use, supplied or put into use to the repair or improvement of said streets and property. The obligations under this paragraph shall not extend to any reckless conduct caused by the Licensee; (c) the enforcement of this Agreement; and (d) any claim made against the Licensor by a third party for deathTown, personal injury or damage to property arising out of or in connection with defective Productsits council, manager, officers, employees and agents. 7.3 An indemnity given by a Party (“B. Franchisee shall provide and maintain in full force and effect, at its own cost and expense, through the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or and any act subsequent renewals, Comprehensive General Liability Insurance, from a provider having a minimum A.M. Best Company rating of negligence or wilful misconduct by “B++” VI, in the Indemnified Party. 7.4 The Licensee shallamount of not less than $500,000 combined single limit for bodily injury, at and property damage for the Town, its expensecouncil, carry product liability manager, officers, employees and comprehensive general liability agents. Said insurance coverage of shall designate the Town as an amount adequate additional insured and loss payee, as applicable. Such insurance shall be non0cancellable except upon thirty (30) days notice to support its liabilities under this Agreement. The Licensee shall ensure the Town and upon Franchisee providing and maintaining in full force and effect replacement Comprehensive General Liability Insurance that such insurance policy names the Licensor as co-insured complies with the Licensee and remains in effect throughout the duration requirements of this agreement subsection. Franchisee shall furnish to the Town, upon execution of this Agreement and for a period upon any replacement of three years after termination or expiry of the Agreementits Comprehensive General Liability Insurance, and shall supply the Licensor with a copy of a certificate of insurance to the Town’s Risk Manager for said insurance. The insurance limit hereunder shall be revised upward in the event the statutory maximum applicable to local governments in Wyoming, as provided in the Wyoming Governmental Claims Act, is raised during the term of this Agreement or any subsequent renewals, upon thirty (30) days advance written notice to the Franchisee by the Town. The Franchisee shall have had notice of the pendency of any action against the Town arising out of such policy on requestexercise by the Franchisee of said rights and privileges and be permitted at its own expense to appear and defend or assist in the defense of the same.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 5.1 To the fullest extent permitted by law, Sun Country shall indemnify, defend and hold harmless Delta, its directors, officers, employees and agents from and against any and all claims, damages, losses, liabilities, judgments, costs, fines and expenses of any kind or nature whatsoever, including but not limited to interest, court costs and attorney’s fees, which in any way arise out of or result from the Licensor performance or nonperformance of Services under this Agreement, including but not limited to injury to or death of any person (except for injury to or death of an employee of Delta) and damage to or destruction of any property, real or personal. However, nothing contained in this section shall not be liable construed as an indemnity by Sun Country against any loss, liability or claim to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) extent arising from the Licensee’s exercise negligence or willful misconduct of the rights granted to it under this Agreement save that the Licensor Delta. In no event shall indemnify Licensee Delta be liable for costsany indirect, expenses losses special or damages directly arising from the licensor’s breach consequential damages, including lost revenues or profits and loss of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilitiesuse of equipment, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered aircraft or incurred by the Licensor facilities arising out of or in connection with the Licensee’s exercise performance or nonperformance of the rights granted to it Services under this Agreement: (a) the Licensee’s exercise Agreement The indemnification obligations of the rights granted to it under this Agreement; (b) the Licensee’s breach section shall survive termination or negligent performance or non-performance expiration of this Agreement, including any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee;. (c) the enforcement 5.2 Delta will promptly notify Sun Country of this Agreement; and (d) any claim made against or suit brought within the Licensor by a third party for death, personal injury scope of Section 5.1 and Sun Country shall have the right to assume and conduct the defense or damage to property arising out of or in connection with defective Productseffect any settlement which it may deem proper. 7.3 An indemnity given by a Party (“5.3 For the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 The Licensee shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three two (2) years thereafter, Sun Country shall carry and maintain at its own cost and expense: (i) Aviation Liability Insurance in an amount not less than Five Hundred Million Dollars (USD $500,000,000) Combined Single Limit on an occurrence basis for Bodily Injury and Property Damage, including, without limitation, products liability, ferry flights and contractual liability and in such form as required by Delta; and (ii) Aircraft All Risk Hull Insurance, including ground taxi, in-flight, spare parts (whether on or off the Aircraft) and war risk coverage, and which contains a provision waiving any and all rights of subrogation that Sun Country’s insurers may have or acquire against Delta arising out of Services provided hereunder. Such liability insurance shall name Delta as an Additional Insured with respect to Sun Country’s indemnity obligations under this Agreement and shall contain a standard cross-liability endorsement and a breach of warranty provision in favor of Delta. 5.4 Sun Country and Delta each agree to be solely and fully responsible for payment of all Workers’ Compensation benefits for its respective employees. 5.5 Sun Country shall obtain the insurance required by this Agreement from a financially sound insurance company of recognized responsibility and shall furnish Delta with a certificate of insurance evidencing such coverage prior to the commencement of Services under this Agreement. All insurance policies shall be primary without contribution from any insurance carried by Delta. All insurance policies shall continue in full force and effect for at least thirty (30) days after Delta receives written notice of cancellation, termination or expiry material alteration. 5.6 For the term of the this Agreement, and for a period of two (2) years thereafter, Delta shall supply carry and maintain at its’ own cost and expense: Commercial Aviation Liability Insurance in an amount not less than Five Hundred Million Dollars (USD $500,000,000) Combined Single Limit Insurance per occurrence. Commercial General Liability insurance shall include endorsements: for personal injury; contractual liability and completed operations/product liability naming Sun Country as an additional insured; providing severability of interest, cross liability,; and which contains a provision waiving any and all rights of subrogation that Delta’s insurers may have or acquire against Sun Country arising out of Services provided hereunder. Policy shall provide a breach of warranty provision in favor of Sun Country. 5.7 Delta shall obtain the Licensor insurance required by this Agreement from a financially sound insurance company of recognized responsibility and shall furnish Sun Country with a copy certificate of insurance evidencing such policy on requestcoverage prior to the commencement of Services under this Agreement. All insurance policies shall continue in full force and effect for at least thirty (30) days after Sun Country receives written notice of cancellation, termination, or material alteration. 5.8 In no event shall either party hereto be liable to the other party for incidental consequential or special damages. ·

LIABILITY, INDEMNITY AND INSURANCE. 7.1 9.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensorLicensor’s breach of the warranties set forth in Section 8.210.2. 7.2 9.2 The Licensee shall indemnify indemnify, defend, and hold harmless the Licensor Group against all claims, liabilities, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor Group arising out of or in connection with the Licensee’s exercise of the rights granted to it under this AgreementAgreement even if the claim alleges or involves the negligence of Licensor Group including without limitation: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee; (c) the enforcement of this Agreement; and; (d) any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Productsthe Events, including, but not limited to, libel, slander, invasion of right of privacy, publicity, or property of, or violation or misappropriation of any other right of any third party in conjunction with the sale, distribution, advertising, or promotion of the Events; (e) Any actual or alleged violation by the Events, or by the creation, possession, use or sale of the Events, of any law, order, rule, or regulation; and (f) any claim made against Licensor Group alleging violation of the rights of any third party including without limitation privacy rights and/or intellectual property rights (other than the third party rights granted by Licensor as part of the Licensed IP in the United States and used by Licensee in accordance with this Agreement). 7.3 9.3 An indemnity given by a Party (the “the Indemnifying Party”) to the other (the “the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of gross negligence or wilful willful misconduct by the Indemnified Party. 7.4 The 9.4 Licensee shall, at its expense, carry product liability obtain and comprehensive general liability maintain insurance coverage of an amount types and amounts adequate to support its liabilities obligations to Licensor Group under this Agreement. The Licensee shall ensure that such insurance policy names Agreement during the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement Term and for a period of three years after termination or expiry expiration of the Agreement. This shall include, at a minimum, the following types and amounts of insurance with insurance companies and under policy terms (including without limitation the deductible amounts) that are reasonably acceptable to Licensor: (a) Commercial general liability insurance coverage, including products liability, of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) Cyberliability insurance coverage1 with a limit of not less than $5,000,000 and including at a minimum the following coverages: media liability, security and privacy liability, privacy notification costs, regulatory defense and penalties, PCI fines and expenses, business interruption, security failure, systems failure, consequential reputational loss, dependent business interruption, and security breach; and (c) Errors & Omissions insurance with standard coverage in a minimum amount of $5,000,000. All insurance coverage required shall supply name Licensor Group as an additional insureds with coverage being primary to and without contribution from any other coverage available to any member of the Licensor Group. In addition, each policy must be endorsed to include a waiver of subrogation in favor of Licensor Group. Licensee shall provide Licensor with a copy current certificate of such policy on requestinsurance that is reasonably satisfactory to Licensor at all times. Due to the length of the Term, Licensor reserves the right to adjust the types and amounts of insurance required hereunder in a reasonable manner upon six months’ notice to Licensee.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To 8.1 Each Party shall indemnify, defend (with counsel reasonably acceptable to the fullest extent permitted Indemnitee), and hold harmless the other Party (and their respective successors and assigns) and their respective employees (each, an “Indemnitee”) from and against any and all damages, losses, fines, penalties, costs, liabilities, awards, judgements, fees or expenses of any kind including court costs, penalties, fines, amounts paid in settlement of claims, reasonable legal fees and disbursements and dispute resolution related costs and expenses (“Damages”), but not including internal costs which would otherwise have been incurred by lawthe other Party in the ordinary course of business which the other Party may itself incur or may incur from any third party claim, threat, allegation, suit or action (collectively, the Licensor “Claims”) to the extent arising out of or relating to the Party’s, or its or their respective employee’s (Personnel in the case of Zen) negligence (including gross negligence), wilful misconduct, fraud, fraudulent misrepresentation, or violation of any Applicable Laws, including but not limited to Data Protection Legislation, or breach of this Franchisee Contract including the provisions contained in clause 12 (Confidentiality). 8.2 Zen shall indemnify the Franchisee, IPC Europe and Subway® and their respective Affiliates, employees, successors and assigns (each, a “Franchisee Indemnitee”) from any and all Damages but not including internal costs which would otherwise have been incurred by a Franchisee Indemnitee in the ordinary course of business, which a Franchisee Indemnitee may itself incur or may incur from any Claims arising out of any claim that the Services and/or the Equipment provided by Zen under this Franchisee Contract are infringing any Intellectual Property rights of any third party. 8.3 Zen shall indemnify the Franchisee from and against any and all Damages (but not including internal costs which would otherwise have been incurred by the Franchisee in the ordinary course of business) suffered by the Franchisee as a result of using of Services and/or Equipment provided by Zen. 8.4 Without limiting any other rights or remedies of a Franchisee Indemnitee under clause 8.2, Zen shall have the option, subject to IPC Europe’s approval, to: 8.4.1 obtain the right for the Franchisee and their authorised user(s) to continue using the Equipment or Services; 8.4.2 change or replace the Equipment or Services, so that any use will no longer infringe the third-party Intellectual Property Rights while still strictly conforming to its specifications prior to the infringement, and, in any case, without materially impairing its functionality; 8.4.3 if the above options are not practicable or economically viable, request the Franchisee to: 8.4.3.1 terminate the use of the Equipment and/or Services without incurring an Early Termination Charge; and/or 8.4.3.2 return the Equipment to Zen, at Zen’s expense, in exchange for a reimbursement by Zen of any charges for the period during which the Equipment and/or Services were not available for use by the Franchisee. 8.5 In the event of an indemnity claim being brought under clause 8.2: 8.5.1 the Franchisee shall refrain from responding to such claim without Zen’s prior consent unless otherwise required under Applicable Laws; 8.5.2 the Franchisee shall leave the entire claim handling and settlement procedure to Zen provided, however, that IPC Europe may intervene at any time at its discretion if failure to do so would be to the detriment of a Franchisee Indemnitee; 8.5.3 in the event that Zen cannot resolve such claim to IPC Europe or the Franchisee’s reasonable satisfaction, then the Franchisee or IPC Europe may terminate this Franchisee Contract and/or exercise any other rights or remedies available to it under this Franchisee Contract or in law; 8.5.4 Zen shall not be liable to indemnify a Franchisee Indemnitee to the Licensee for any costs, expenses, loss extent the alleged infringement is caused solely by the Franchisee using Equipment or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it Service in a manner that is not permitted under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with the Licensee’s exercise of the rights granted to it under this Agreement: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee; (c) the enforcement of this AgreementFranchisee Contract; and 8.5.5 Zen shall not be liable to indemnify a Franchisee Indemnitee to the extent the alleged infringement is caused by the Franchisee’s use of the Equipment in combination with a product, software, service or other element not supplied by Zen. 8.6 Each Party will: 8.6.1 consult with the other Party in relation to the conduct of any dispute or defence of any claim; 8.6.2 keep the other Party and IPC Europe informed of the progress of such claim; 8.6.3 co-operate in a reasonable way in regard to the conducting of the defence against any claim. Such co-operation will include providing records and all relevant information without prejudice to any confidentiality undertaking, and making employees available to provide additional information and explanations; 8.6.4 consider and defend any claim diligently using competent legal counsel and in such a way as not to bring the reputation or good name of the other Party into disrepute; and 8.6.5 not make any admission of liability, nor agree to any undertakings, nor settle any claim without the prior written consent of the other Party or IPC Europe (d) which consent shall not be unreasonably withheld or delayed). If any Indemnitee breaches any of its obligations under this clause 8.6.5, the indemnifying Party shall have no obligation to indemnify such Indemnitee whatsoever in respect of such claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Productsit. 7.3 An indemnity given by a Party (“8.7 Notwithstanding any other provision, the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred indemnities granted by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 The Licensee shall, at its expense, carry product liability Parties in clauses 8.1 and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry of the Agreement, and shall supply the Licensor with a copy of such policy on request.8.2 and

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To A. Franchisee is required, and by the fullest extent permitted by lawacceptance hereof, agrees to fully indemnify, defend, hold harmless, protect and save the Licensor shall not be liable to the Licensee for any costsTown, expensesits council, loss or damage (whether directmanager, indirect or consequential officers, employees and whether economic or other) arising agents, harmless from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor and against all liabilitiesdamage, costslawful claims and demands, expenses, damages and losses (including from any and all interestloss, penalties and legal costs (calculated on liability, cost or expense, nesessarily incurred as a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor result thereof, arising out of any negligent act or omission of Franchisee in the construction, removal, maintenance, operation, replacement, inspection or repair of Franchisee’s telecommunication system or in connection the use and operation thereof, including but not limited to attorneys’ fees and costs incurred, and Franchisee shall at all times comply with the Licensee’s exercise any lawful present or future ordinances, rules or regulations of the rights granted to it under this Agreement: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including any product liability claim Town relating to the Products manufacturedmanner of occupation or use, supplied or put into use to the repair or improvement of said streets and property. The obligations under this paragraph shall not extend to any reckless conduct caused by the Licensee; (c) the enforcement of this Agreement; and (d) any claim made against the Licensor by a third party for deathTown, personal injury or damage to property arising out of or in connection with defective Productsits council, manager, officers, employees and agents. 7.3 An indemnity given by a Party (“B. Franchisee shall provide and maintain in full force and effect, at its own cost and expense, through the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or and any act subsequent renewals, Comprehensive General Liability Insurance, from a provider having a minimum A.M. Best Company rating of negligence or wilful misconduct by “B++” VI, in the Indemnified Party. 7.4 The Licensee shallamount of not less than $500,000 combined single limit for bodily injury, at and property damage for the Town, its expensecouncil, carry product liability manager, officers, employees and comprehensive general liability agents. Said insurance coverage of shall designate the Town as an amount adequate additional insured and loss payee, as applicable. Such insurance shall be non0cancellable except upon thirty (30) days notice to support its liabilities under this Agreement. The Licensee shall ensure the Town and upon Franchisee providing and maintaining in full force and effect replacement Comprehensive General Liability Insurance that such insurance policy names the Licensor as co-insured complies with the Licensee and remains in effect throughout the duration requirements of this agreement subsection. Franchisee shall furnise to the Town, upon execution of this Agreement and for a period upon any replacement of three years after termination or expiry of the Agreementits Comprehensive General Liability Insurance, and shall supply the Licensor with a copy of a certificate of insurance to the Town’s Risk Manager for said insurance. The insurance limit hereunder shall be revised upward in the event the statutory maximum applicable to local governments in Wyoming, as provided in the Wyoming Governmental Claims Act, is raised during the term of this Agreement or any subsequent renewals, upon thirty (30) days advance written notice to the Franchisee by the Town. The Franchisee shall have had notice of the pendency of any action against the Town arising out of such policy on requestexercise by the Franchisee of said rights and privileges and be permitted at its own expense to appear and defend or assist in the defense of the same.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To 10.1 Except where the Licensor is proven to be or acknowledges that it is the infringing party or party at fault, to the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s 's exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2Agreement. 7.2 10.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) (each a Claim) suffered or incurred by the Licensor arising out of or in connection with the Licensee’s 's exercise of the its rights granted to it under this Agreement: (a) Agreement or any breach by the Licensee’s exercise Licensee of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance terms of this Agreement, including any product liability claim relating to the Licensed Products manufacturedproduced, supplied or put into use by the Licensee. 10.3 This indemnity shall not cover the Licensor to the extent that a Claim results from the Licensor's negligence or wilful misconduct. 10.4 If any third party makes a Claim, or notifies an intention to make a Claim, against the Licensor which may reasonably be considered likely to give rise to a liability under this indemnity (a Relevant Claim), the Licensor shall: (a) as soon as reasonably practicable, give written notice of the Relevant Claim to the Licensee, specifying the nature of the Relevant Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Relevant Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or delayed), provided that the Licensor may settle the Relevant Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Licensee's consent) if the Licensor reasonably believes that failure to settle the Relevant Claim would be prejudicial to it in any material respect; (c) give the enforcement Licensee and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of this Agreementthe Licensor, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee's expense) for the purpose of assessing the Relevant Claim; and (d) any claim made against subject to the Licensee providing security to the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Products. 7.3 An indemnity given by a Party (“the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to Licensor's reasonable satisfaction against any liabilitiesclaim, liability, costs, expenses, damages or losses incurred by which may be incurred, take such action as the Indemnified Party as a result of any material breach by Licensee may reasonably request to avoid, dispute, compromise or defend the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified PartyRelevant Claim. 7.4 The 10.5 If a payment due from the Licensee shall, under this Clause is subject to tax (whether by way of direct assessment or withholding at its expensesource), carry product liability and comprehensive general liability insurance coverage of an amount adequate the Licensor shall be entitled to support its liabilities under this Agreement. The receive from the Licensee such amounts as shall ensure that such insurance policy names the net receipt, after tax, to the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry respect of the Agreement, and payment is the same as it would have been were the payment not subject to tax. 10.6 Nothing in this Agreement shall supply have the Licensor with a copy effect of such policy on requestexcluding or limiting any liability for death or personal injury caused by negligence or for fraud.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To (a) Except to the fullest extent caused by the gross negligence or willful misconduct of Landlord, its members, employees or agents, Tenant agrees to indemnify and save Landlord harmless from anx xxx all claims or liability for any injury or damage to person or property arising, in whole or in part, out of the acts or omissions of Tenant or Tenant's officers, employees, agents, invitees or subtenants (if any), on, in, or about the Premises, out of the use of the Premises for the conduct of business or out of any activity, work or other thing done, permitted or suffered by lawTenant in or about the Premises, or out of any breach or default in the Licensor performance of any obligation on Tenant's part to be performed under the terms of the Lease; Texxxx further agrees to indemnify and save Landlord harmless xxxx any and all cost, attorney's fees, expenses and liabilities incurred in or about any such claim or any such action or proceeding brought thereon. If any such action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, upon notice of Landlord, shall defend the same at Tenant's sole expense, with counsel reasonably satisfactory to Landlord. Except to the extent caused by the gross negligence or willful misconduct of Landlord, its members, employees or agents, Tenant hereby releases Landlord from any and all claims and damages arising from any defect in the condition of the Premises or any part thereof, including any equipment installed thereon, whether same shall belong to Landlord or otherwise. Landlord shall not be liable for, and Tenant hereby, for itself, its agents, employees, invitees and subtenants, releases, discharges, covenants not to the Licensee for sue, and acquits Landlord from any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including and all interestclaims for loss, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered damage or incurred by the Licensor injury of any nature whatsoever to person or property, resulting in any way from or in any fashion arising out of or from, in connection with the Licensee’s exercise or resulting from occupancy and use of the rights granted to it under this Agreement: (a) Premises, including, without limitation, any such loss, damage or injury which arises out of theft, fire, explosion, steam, plumbing, mechanical or electrical malfunction, the Licensee’s exercise negligent acts or omissions of Landlord or any other person, or by reason of the rights granted breakage, leakage or obstruction of water, sewer or other pipes, flooding or other water damage. Except to it the extent caused by the gross negligence or willful misconduct of Landlord, its members, employees or agents, Landlord shall not, under any circumstances, be liable for loss of business by or other consequential damages to Tenant, nor for any latent defect in the Premises or any portion thereof. Tenant shall give prompt notice to Landlord in the event of fire or accident in the Premises or any portion thereof, or of defects therein or in the fixtures or equipment located thereon, and shall take action as soon as reasonably possible to correct and repair same. The terms of this Agreement;Section shall survive the Term of this Lease. The Rent due hereunder shall not be diminished or withheld by reason or on account of any loss or damages described above in this subsection(a). (b) Throughout the Licensee’s breach or negligent performance or non-performance Term of this AgreementLease, including Tenant, at its sole cost and expense, and for the mutual benefit of Landlord and Tenant, shall procure, carry and maintain (i) general public liability insurance for personal injury and property damage to protect both Landlord and Tenant against damage, costs, and attorneys' fees arising out of accidents of any product liability claim relating kind occurring on or about the Premises, or otherwise arising out of the use, occupancy or maintenance of the Premises, (ii) windstorm and fire insurance in amounts sufficient to cover Tenant's obligation to repair and replace any damage to the Products manufacturedPremises, supplied (iii) general casualty insurance with extended coverage endorsement (including an endorsement against vandalism and malicious mischief), to cover the full replacement value (presently estimated at $9,000,000.00) of all real and personal property within the Premises, (iv) flood insurance at the maximum amount insurable under the National Flood Program, and (v) business interruption insurance to cover Tenant's losses from any shutdown of the Premises from any cause. Said insurance shall be written by a company or put into use by companies acceptable to Landlord, and rated A or better in Best's Insurance Guide, and the Licensee;liability insurance shall have liability limits of not less than $1,000,000.00 for the injury or death of one person, $3,000,000.00 for the injury or death of more than one person, and $1,000,000.00 for property damage or else a combined single limit liability coverage in the amount of not less than $3,000,000.00. The limits of said insurance stated above shall not, however, limit the liability of Tenant hereunder. Tenant may carry said insurance under blanket policies, provided, however, said insurance shall have a Landlord's protective liability endorsement attached thereto. If Tenant shall fail to procure and maintain any such insurance, Landlord may, but shall not be required to procure and maintain same, at the sole expense of Tenant. Except as Landlord and Tenant may agree to prorate and retain the existing insurance of Landlord, prior to the commencement of the Lease Term, and annually (or prior to expiration if sooner) thereafter, Tenant shall in advance furnish certificates of insurance to Landlord which certificates shall clearly indicate: (i) that Tenant has obtained insurance in the type, amount and classifications required for strict compliance with this section; (ii) that any material change or cancellation of the insurance coverage shall not be effective without thirty (30) days' prior written notice to Landlord; and (iii) that Landlord is named as an additional insured in all liability insurance and as loss payee in all fire, windstorm flood and general casualty insurance. Landlord reserves the right to reasonably require Tenant to provide such amended or additional insurance coverage or such increased liability limits as Landlord reasonably deems necessary or desirable, upon issuance of notice in writing to Tenant, which notice shall automatically amend this Lease, effective thirty (30) days following such notice. (c) the enforcement of this Agreement; and Tenant acknowledges that Tenant is also required hereunder to carry fire and casualty insurance with extended coverage endorsement (d) any claim made including against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Products. 7.3 An indemnity given by a Party (“the Indemnifying Party”vandalism and malicious mischief) to cover contents situated in the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified PartyPremises. 7.4 The Licensee shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry of the Agreement, and shall supply the Licensor with a copy of such policy on request.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 9.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential consequential, and whether economic or other) arising from the Licensee’s 's exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2agreement. 7.2 9.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with with: a. the Licensee’s 's exercise of the its rights granted to it under this Agreement: (a) agreement, including any claim made against the Licensor for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection therewith b. the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s 's breach or negligent performance or non-performance of this Agreementagreement, including any product liability claim relating to the Products manufactured, supplied supplied, or put into use by the Licensee; (c) the enforcement of this Agreement; and (d) any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Products. 7.3 An indemnity given by a Party (“the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 9.3 The Licensee shall, at on the Licensor’s request, send to the Licensor for its expensewritten approval, carry product liability and comprehensive general liability insurance coverage any materials produced by or on behalf of an amount adequate the Licensor which reference the Vegan Trademark. In the event that the Licensor disapproves of such material, it shall give written notice of such disapproval to support its liabilities under this Agreementthe Licensee within 28 days of receipt of materials. In the absence of a written notice of non-approval within 28 days of receipt of such materials, the materials shall be deemed to have been approved by the Licensor. 9.4 The Licensee shall bear the costs of all advertising, marketing and promotion for Products in the Territory. 9.5 This indemnity shall apply whether or not the Licensor has been negligent or at fault. 9.6 If a payment due from the Licensee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Licensor shall be entitled to receive from the Licensee such amounts as shall ensure that such insurance policy names the net receipt, after tax, to the Licensor in respect of the payment is the same as co-insured with it would have been were the Licensee and remains payment not subject to tax. 9.7 Nothing in effect throughout the duration of this agreement and shall have the effect of excluding or limiting any liability for a period of three years after termination death or expiry of the Agreement, and shall supply the Licensor with a copy of such policy on requestpersonal injury caused by negligence.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To the fullest extent permitted by lawA. Pursuant to State Government Code Section 6508.1, the Licensor debts, liabilities, and obligations of the Agency shall not be liable to the Licensee for any costsdebts, expensesliabilities, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise obligations of the rights granted to it under this Agreement save Participating Districts; provided, however, that the Licensor shall indemnify Licensee a Participating District may separately contract for costsor assume responsibility for specific debts, expenses losses liabilities, or damages directly arising from the licensor’s breach obligations of the warranties set forth in Section 8.2. 7.2 The Licensee Agency. Furthermore, the debts, obligations and liabilities of each Participating District shall indemnify not become the Licensor against all liabilitiesdebts, costs, expenses, damages liabilities and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with the Licensee’s exercise obligations of the rights granted to it under this Agreement: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach other Participating Districts. If a Participating District is held liable upon any judgment for damages caused by a wrongful or negligent performance act or non-omission of said Participating District occurring in the performance of this Agreement, including no other Participating District shall be liable on such judgment or be obliged to make any product contribution or assessment towards such judgment. B. Upon any liability claim relating arising out of the Agency's performance of its powers, duties, and responsibilities under this Agreement, the Agency shall indemnify the Participating Districts to the Products manufacturedAgreement as provided by Government Code Section 895.4. C. Funds of the Agency may be used to defend, supplied or put into use by indemnify, and hold harmless the Licensee;Agency, any Participating District, any Representative of the Governing Board and any employee of the Agency for their actions taken within the scope of their duties while acting on behalf of the Agency. D. The Agency shall, at its own expense, carry sufficient insurance to insure against liabilities, errors, and omissions arising out of its performance and to provide for its obligations under Sections A and B above. The Agency shall, at its own expense, obtain and maintain in force during the term of this Agreement the following insurance: (c1) a policy of comprehensive single-limit general liability insurance insuring the enforcement Agency and the Participating Districts against claims and liabilities arising out of Agency's performance of this Agreement; and , (d2) a policy of automobile insurance covering any claim made against the Licensor owned, non-owned, leased, or hired automotive equipment used by a third party for death, personal injury Agency or damage to property arising out of or its employees in connection with defective Products. 7.3 An indemnity given by Agency's performance of this Agreement, (3) a Party policy of public officials errors and omissions insurance, and (“4) a policy of pollution liability insurance. The minimum coverage for all insurance shall be not less than [three million dollars ($3,000,000)] Combined Single Limit and at least as broad as the Indemnifying Party”Insurance Service Office (ISO) to the other Forms (“the Indemnified Party”CG 00 01 and CA 00 01) shall not apply to any liabilitiesfor bodily injury, costs, expenses, damages or losses incurred by the Indemnified Party death and property damage as a result of any material breach by one occurrence and a [three million dollar ($3,000,000)] general aggregate policy. That insurance shall name Participating Districts, their employees, trustees, and agents, as additional insureds. The Agency shall provide a certificate of insurance, including an endorsement that names all of the Indemnified Party Participating Districts as additional insureds, to each Participating District, upon execution of this Agreement and upon request of any of the Participating Districts during the term of this Agreement, or any act evidencing this coverage in a form satisfactory to the Participating Districts. Liability insurance shall continue throughout the term of negligence or wilful misconduct by the Indemnified Partythis Agreement. 7.4 E. The Licensee shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee Agency shall ensure that such appropriate and adequate Workers' Compensation insurance policy names covering all persons employed by the Licensor as co-insured with Agency or engaged in the Licensee and remains performance of this Agreement is in effect throughout at all times during the duration term of this agreement and for a period of three years after termination or expiry of the Agreement, and shall supply comply with all provisions of law applicable to the Licensor Agency with respect to obtaining and maintaining workers' compensation insurance. Prior to the commencement and any renewal of this Agreement, or of any workers' compensation insurance policy, and upon the request of any of the Participating Districts, the Agency shall provide the Participating Districts, as evidence of this required coverage, a copy certificate of such insurance in a form satisfactory to the Participating Districts, providing that coverage shall not be canceled or reduced without thirty (30) days prior written notice to the Participating Districts. F. The Agency shall provide endorsements requiring each insurer to provide each of the Participating Districts thirty days prior written notice of cancellation, alteration or reduction in coverage. All insurance of the Agency shall be primary and any insurance policy on requestor self-insurance procured by the Participating Districts shall be secondary. All Agency insurance policies shall contain a cross liability endorsement. The Participating Districts shall have the right to reassess and increase the policy limits for all insurance every three years. All SIRs or deductibles shall be disclosed to all Participating Districts. All insurance shall be with carriers approved by the Participating Districts. At least thirty (30) days prior to the expiration of each insurance certificate, and every subsequent certificate, the Agency shall deliver to the Participating Districts a new certificate of insurance consistent with all of the terms and conditions required in connection with the original certificate of insurance as described in this Article.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To (a) Except to the fullest extent caused by the gross negligence or willful misconduct of Landlord, its members, employees or agents, Tenant agrees to indemnify and save Landlord harmless from any and all claims or liability for any injury or damage to person or property arising, in whole or in part, out of the acts or omissions of Tenant or Tenant’s officers, employees, agents, invitees or subtenants (if any), on, in, or about the Premises, out of the use of the Premises for the conduct of business or out of any activity, work or other thing done, permitted or suffered by lawTenant in or about the Premises, or out of any breach or default in the Licensor performance of any obligation on Tenant’s part to be performed under the terms of the Lease; Tenant further agrees to indemnify and save Landlord harmless from any and all cost, attorney’s fees, expenses and liabilities incurred in or about any such claim or any such action or proceeding brought thereon. If any such action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, upon notice of Landlord, shall defend the same at Tenant’s sole expense, with counsel reasonably satisfactory to Landlord. Except to the extent caused by the gross negligence or willful misconduct of Landlord, its members, employees or agents, Tenant hereby releases Landlord from any and all claims and damages arising from any defect in the condition of the Premises or any part thereof, including any equipment installed thereon, whether same shall belong to Landlord or otherwise. Landlord shall not be liable for, and Tenant hereby, for itself, its agents, employees, invitees and subtenants, releases, discharges, covenants not to the Licensee for xxx, and acquits Landlord from any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including and all interestclaims for loss, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered damage or incurred by the Licensor injury of any nature whatsoever to person or property, resulting in any way from or in any fashion arising out of or from, in connection with the Licensee’s exercise or resulting from occupancy and use of the rights granted Premises, including, without limitation, any such loss, damage or injury which arises out of theft, fire, explosion, steam, plumbing, mechanical or electrical malfunction, the negligent acts or omissions of Landlord or any other person, or by reason of the breakage, leakage or obstruction of water, sewer or other pipes, flooding or other water damage. Except to it the extent caused by the gross negligence or willful misconduct of Landlord, its members, employees or agents, Landlord shall not, under any circumstances, be liable for loss of business by or other consequential damages to Tenant, nor for any latent defect in the Premises or any portion thereof. Tenant shall give prompt notice to Landlord in the event of fire or accident in the Premises or any portion thereof, or of defects therein or in the fixtures or equipment located thereon, and shall take action as soon as reasonably possible to correct and repair same. The terms of this Agreement: Section shall survive the Term of this Lease. The Rent due hereunder shall not be diminished or withheld by reason or on account of any loss or damages described above in this subsection (a) the Licensee’s exercise of the rights granted to it under this Agreement;). (b) Throughout the Licensee’s breach or negligent performance or non-performance Term of this AgreementLease, including Tenant, at its sole cost and expense, and for the mutual benefit of Landlord and Tenant, shall procure, carry and maintain (i) general public liability insurance for personal injury and property damage to protect both Landlord and Tenant against damage, costs, and attorneys’ fees arising out of accidents of any product liability claim relating kind occurring on or about the Premises, or otherwise arising out of the use, occupancy or maintenance of the Premises, (ii) windstorm and fire insurance in amounts sufficient to cover Tenant’s obligation to repair and replace any damage to the Products manufacturedPremises, supplied (iii) general casualty insurance with extended coverage endorsement (including an endorsement against vandalism and malicious mischief), to cover the full replacement value (presently estimated at $9,000,000.00) of all real and personal property within the Premises, (iv) flood insurance at the maximum amount insurable under the National Flood Program, and (v) business interruption insurance to cover Tenant’s losses from any shutdown of the Premises from any cause. Said insurance shall be written by a company or put into use by companies acceptable to Landlord, and rated A or better in Best’s Insurance Guide, and the Licensee;liability insurance shall have liability limits of not less than $1,000,000.00 for the injury or death of one person, $3,000,000.00 for the injury or death of more than one person, and $1,000,000.00 for property damage or else a combined single limit liability coverage in the amount of not less than $3,000,000.00. The limits of said insurance stated above shall not, however, limit the liability of Tenant hereunder. Tenant may carry said insurance under blanket policies, provided, however, said insurance shall have a Landlord’s protective liability endorsement attached thereto. If Tenant shall fail to procure and maintain any such insurance, Landlord may, but shall not be required to procure and maintain same, at the sole expense of Tenant. Except as Landlord and Tenant may agree to prorate and retain the existing insurance of Landlord, prior to the commencement of the Lease Term, and annually (or prior to expiration if sooner) thereafter, Tenant shall in advance furnish certificates of insurance to Landlord which certificates shall clearly indicate: (i) that Tenant has obtained insurance in the type, amount and classifications required for strict compliance with this section; (ii) that any material change or cancellation of the insurance coverage shall not be effective without thirty (30) days’ prior written notice to Landlord; and (iii) that Landlord is named as an additional insured in all liability insurance and as loss payee in all fire, windstorm flood and general casualty insurance. Landlord reserves the right to reasonably require Tenant to provide such amended or additional insurance coverage or such increased liability limits as Landlord reasonably deems necessary or desirable, upon issuance of notice in writing to Tenant, which notice shall automatically amend this Lease, effective thirty (30) days following such notice. (c) the enforcement of this Agreement; and Tenant acknowledges that Tenant is also required hereunder to carry fire and casualty insurance with extended coverage endorsement (d) any claim made including against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Products. 7.3 An indemnity given by a Party (“the Indemnifying Party”vandalism and malicious mischief) to cover contents situated in the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified PartyPremises. 7.4 The Licensee shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry of the Agreement, and shall supply the Licensor with a copy of such policy on request.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 9.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses expenses, losses or damages directly arising from the licensorLicensor’s breach of the warranties set forth in Section 8.210.2. 7.2 The 9.2 Licensee shall indemnify the indemnify, defend and hold harmless Licensor Group against all claims, liabilities, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor Group arising out of or in connection with the Licensee’s exercise of the rights granted to it under this AgreementAgreement even if the claim alleges or involves the negligence of Licensor Group including without limitation: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee; (c) the enforcement of this Agreement; and; (d) any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective the Products, including, but not limited to, libel, slander, invasion of rights of privacy, publicity, or property of, or violation or misappropriation of any other right of any third party in conjunction with the sale, distribution, advertising, or promotion of the Products; (e) any actual or alleged violation by the Products, or by the manufacture, possession, use or sale of the Products, of any law, order, rule or regulation; (f) a Product Recall (as defined in Section 9.4); and (g) any claim made against Licensor Group alleging violation of the rights of any third party including without limitation privacy rights and/or intellectual property rights (other than the third party rights granted by Licensor as part of the Licensed IP in the United States and used by Licensee in accordance with this Agreement). 7.3 9.3 An indemnity given by a Party (the “the Indemnifying Party”) to the other (the “the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of gross negligence or wilful willful misconduct by the Indemnified Party. 7.4 The 9.4 In addition to Licensee’s indemnification obligations, Licensee shall promptly notify Licensor of any information or facts that may give rise to a voluntary recall of a Product and/or a recall required or ordered by a court or government agency. Licensee shall give Licensor a reasonable opportunity to investigate Licensee’s records relevant to the problem prior to Licensee taking further action unless such further action is required or ordered by a court or governmental agency. Without limiting the foregoing, Licensor shall be entitled to directly assess and evaluate all information and documentation in Licensee’s possession relating to the Product. If Licensor determines that there is a defect in a Product that would, in Licensor’s reasonable judgment, impair the ability of a consumer to safely use the Product, Licensor may, in its sole discretion, require Licensee to recall the Product (a “Product Recall”) and undertake suitable remedial actions. In the event of a Product Recall: (a) Licensee shall be solely responsible for all costs and expenses arising out of or related to a Product Recall including without limitation costs and expenses incurred by Licensor Group; (b) the parties will use good faith efforts to coordinate their public relations efforts related to the Product Recall; and (c) Licensor shall have the right to immediately terminate this Agreement upon written notice to Licensee. 9.5 Licensee shall, at its expense, carry product liability obtain and comprehensive general liability maintain insurance coverage of an amount types and amounts adequate to support its liabilities obligations to Licensor Group under this Agreement. The Licensee shall ensure that such insurance policy names Agreement during the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement Term and for a period of three years after termination or expiry expiration of the Agreement. This shall include, at a minimum, the following types and amounts of insurance with insurance companies and under policy terms (including without limitation the deductible amounts) that are reasonably acceptable to Licensor: (a) Commercial general liability insurance coverage, including products liability, of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) Cyberliability insurance coverage1 with a limit of not less than $5,000,000 and including at a minimum the following coverages: media liability, security and privacy liability, privacy notification costs, regulatory defense and penalties, PCI fines and expenses, business interruption, security failure, systems failure, consequential reputational loss, dependent business interruption, and security breach; and (c) Errors & Omissions insurance with standard coverage in a minimum amount of $5,000,000. 1 Licensor acknowledges that Licensee is in the process of securing this coverage, and Licensee shall supply have such coverage in place by the earlier of two weeks following the Effective Date of this Agreement or as required in the Esports Agreement. All insurance coverage required shall name Licensor Group as an additional insureds with coverage being primary to and without contribution from any other coverage available to any member of the Licensor Group. In addition, each policy must be endorsed to include a waiver of subrogation in favor of Licensor Group. Licensee shall provide Licensor with a copy current certificate of such policy on requestinsurance that is reasonably satisfactory to Licensor at all times. Due to the length of the Term, Licensor reserves the right to adjust the types and amounts of insurance required hereunder in a reasonable manner upon six months’ notice to Licensee.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor 18.1 The Company shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor Kite against any and all liabilities, costs, expenses, damages and or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs (calculated on a full indemnity basisand expenses) suffered or incurred by Kite arising out of any breach by the Company of the terms of this Agreement. 18.2 Kite shall indemnify the Company against any and all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Licensor Company arising out of any breach by Kite of the terms of this Agreement. Notwithstanding anything to the contrary herein, other than for indemnification obligations relating to third party claims, breaches of confidentiality, intentional torts, intentional violations of law, gross negligence or intentional misconduct, Kite shall not be liable to the Company for any indirect, special, incidental, punitive, exemplary, lost profit, cover, or consequential damages arising out of or in connection with the Licensee’s exercise of the rights granted to it under this Agreement: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of resulting from this Agreement, including any product liability claim relating to even if aware of the Products manufactured, supplied or put into use by the Licensee; (c) the enforcement possibility of this Agreement; and (d) any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Productssuch damages. 7.3 An indemnity given by a Party (“the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 18.3 The Licensee Company shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee Company shall ensure that such insurance policy names the Licensor Kite and Fosun as co-insured with the Licensee Company and remains in effect throughout the duration of this agreement Agreement and for a period of three years […***…] after termination or expiry of the Agreement, and shall supply the Licensor Kite with a copy of such policy on request. 18.4 Nothing in this Agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by any Party's gross negligence, fraud or breach of criminal laws. 18.5 Without prejudice to any other rights or remedies that any Party may have, each Party acknowledges and agrees that damages alone may not be an adequate remedy for any breach of the terms of this Agreement by itself. Accordingly, each Party shall be entitled to the remedies of injunction, specific performance or other discretionary relief for any threatened or actual breach of the terms of this Agreement.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 Tenant agrees that the liability of Landlord under this Lease and all matters pertaining to or arising out of the tenancy and the use and occupancy of the Leased Premises, shall be limited to Landlord's interest in the Building of which the Premises form a part and in no event shall Tenant make any claim against or seek to impose any personal liability upon general or limited partner of Landlord, or any principal of any firm or corporation that may hereafter be or become the Landlord. To the fullest extent permitted by law, the Licensor shall not be liable Tenant agrees to the Licensee INDEMNIFY AND HOLD HARMLESS Landlord, its agents, servants and employees from and against, all claims or alleged claims, liabilities, demands for any costsdamages or causes of action, expensesfor bodily injuries (including death), loss personal injuries or property damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise acts of commission or omission by Tenant or its employees, agents, servants, vendors, invitees, licensees, contractors of any tier, arising within the rights granted Leased Premises rented to it under this Agreement save that the Licensor or out of any operation or transaction performed by, or on behalf of Tenant. Tenant's foregoing indemnity shall indemnify Licensee for include reasonable attorney's fees, investigation costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or expenses incurred by the Licensor Landlord in connection therewith. Landlord shall INDEMNIFY AND HOLD HARMLESS Tenant and its officers, directors, partners, and employees from and against any and all liabilities, claims and/or losses of any kind arising directly or indirectly, entirely or in part, out of or in connection with the Licensee’s exercise of the rights granted any injury to it under this Agreement: any person occurring (a) within the Licensee’s exercise Building Common Areas regardless of the rights granted cause, except to it under this Agreement; the extent caused by the negligence of willful misconduct of Tenant, Tenant's agents, employees or contractors, and (b) any place within the Licensee’s breach Leased Premises to the extent caused by the negligence or negligent performance willful misconduct of Landlord, Landlord's agents, employees or non-performance contractors. Landlord's foregoing indemnity shall include reasonable attorney's fees, investigation costs, and all other reasonable costs and expenses incurred by Tenant in any connection therewith. The provisions of this Agreement, including any product liability claim relating to Paragraph 13. shall survive the Products manufactured, supplied expiration or put into use by the Licensee; (c) the enforcement termination of this Agreement; and (d) Lease with respect to any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of death occurring before such expiration or in connection with defective Products. 7.3 An indemnity given by a Party (“termination. During the Indemnifying Party”) to the other (“the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this AgreementLease, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 The Licensee shallTenant, at its own expense, carry product liability and comprehensive general liability shall maintain the insurance coverage stipulated herein. All insurance required herein must be provided by insurance companies with an A.M. Best's Rating of an amount adequate A or better, and admitted to support its liabilities under this Agreement. The Licensee shall ensure that offer such insurance policy names in the Licensor as co-insured with state or country where the Licensee and remains property is located or by insurance companies otherwise approved in effect throughout the duration of this agreement and for a period of three years after termination or expiry of the Agreement, and shall supply the Licensor with a copy of such policy on requestwriting by Landlord.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with the Licensee’s exercise of the rights granted to it under this Agreement: (a) the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s breach or negligent performance or non-performance of this Agreement, including any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee; (c) the enforcement of this Agreement; and (d) any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Products. 7.3 An indemnity given by a Party (the “the Indemnifying Party”) to the other (the “the Indemnified Party”) shall not apply to any liabilities, costs, expenses, damages or losses incurred by the Indemnified Party as a result of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by the Indemnified Party. 7.4 The Licensee shall procure that MSG shall, for such time that it serves as developer and publisher of the Products, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreement. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three years after termination or expiry of the Agreementinsured, and shall supply the Licensor with a copy of such policy on request.

LIABILITY, INDEMNITY AND INSURANCE. 7.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential consequential, and whether economic or other) arising from the Licensee’s 's exercise of the rights granted to it under this Agreement save that the Licensor shall indemnify Licensee for costs, expenses losses or damages directly arising from the licensor’s breach of the warranties set forth in Section 8.2. 7.2 agreement. The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with with: the Licensee’s 's exercise of the its rights granted to it under this Agreement: (a) agreement, including any claim made against the Licensor for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with this agreement; the Licensee’s exercise of the rights granted to it under this Agreement; (b) the Licensee’s 's breach or negligent performance or non-performance of this Agreement, including any product liability claim relating to the Products manufactured, supplied or put into use by the Licensee; (c) agreement; the enforcement of this Agreement; and (d) agreement. This indemnity shall apply whether or not the Licensor has been negligent or at fault. Liability under this indemnity is conditional on the Licensor discharging the following obligations. If any claim made third party makes a claim, or notifies an intention to make a claim, against the Licensor by which may reasonably be considered likely to give rise to a third party for deathliability under this indemnity (Claim), personal injury the Licensor shall: as soon as reasonably practicable, give written notice of the Claim to the Licensee, specifying the nature of the Claim in reasonable detail; not make any admission of liability, agreement or damage compromise in relation to property arising out the Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or in connection with defective Products. 7.3 An indemnity given by a Party delayed), provided that the Licensor may settle the Claim (“after giving prior written notice of the Indemnifying Party”terms of settlement (to the extent legally possible) to the other Licensee, but without obtaining the Licensee's consent) if the Licensor reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect; give the Licensee and its professional advisers access at reasonable times (“the Indemnified Party”on reasonable prior notice) shall not apply to its premises and its officers, directors, employees, agents, representatives or advisers, and to any liabilitiesrelevant assets, accounts, documents and records within the power or control of the Licensor, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee's expense) for the purpose of assessing the Claim; and subject to the Licensee providing security to the Licensor to the Licensor's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses incurred that may be incurred, take such action as the Licensee may reasonably request to avoid, dispute, compromise or defend the Claim. If a payment due from the Licensee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Indemnified Party Licensor shall be entitled to receive from the Licensee such amounts as a result shall ensure that the net receipt, after tax, to the Licensor in respect of any material breach by the Indemnified Party of any term of this Agreement, or any act of negligence or wilful misconduct by payment is the Indemnified Party. 7.4 same as it would have been were the payment not subject to tax. The Licensee shall, at its expense, carry professional indemnity insurance, public and product liability insurance. Licensors liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this Agreementcoverage. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of three 7 years after termination or expiry of the Agreementagreement, and shall supply the Licensor with a copy of such policy on request.