Common use of Licensee’s Indemnity Clause in Contracts

Licensee’s Indemnity. ‌ Subject to the paragraphs below and Section 7.14, the Licensee shall defend, protect, indemnify, and hold the Licensor and the Licensor's agents, officers, directors, employees, and contractors (collectively, the “Licensor Indemnified Parties”) harmless against and from any and all injuries, costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable solicitors' fees) arising in connection with any and all third party claims arising out of: (a) injuries occurring within the Licensed Premises, (b) any intentional conduct or negligence of the Licensee or any person for whom it is in law responsible, or (c) any breach or default in the performance of any obligation on the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and to the extent such damage or loss is as a result of the negligence or wilful misconduct of the Licensee, its employees, agents, contractors and those for whom it is in law responsible. Notwithstanding anything in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned by the negligence of the Licensee or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraph.

Licensee’s Indemnity. ‌ Subject to the paragraphs below and Section 7.14, the (a) Licensee shall fully indemnify, defend, protect, indemnify, and hold the Licensor harmless Parent Group and the Licensor's agentsits directors, officers, directorsagents, employees, representatives and contractors employees (collectively, the “Licensor Parent Indemnified Parties”) harmless ), from and against and from any and all injuriesclaims, costslosses, damages, expenses, liabilities, losses, damages, injunctions, suits, actions, finesjudgments, penalties, and demands of any kind or nature costs (including reasonable solicitors' feesattorneys’ fees and costs) arising in connection (collectively, “Damages”) asserted against or incurred by the Parent Indemnified Parties with respect to any and all third third-party claims claims, actions or suits against them arising out of: of or in any way related to (ai) injuries occurring within this Agreement (including (x) any breach of any representation, warranty or covenant hereunder by Licensee, any Permitted Sublicensee or any of their respective Vendors or Representatives or (y) any act or omission by Licensee, any Permitted Sublicensee or any of their respective Vendors or Representatives in any way related to this Agreement), (ii) the manufacture, packaging, shipment, distribution, use, sale, offering for sale, promotion, advertising, marketing, labeling, consumption, or disposal or delivery of Licensed Products, whether or not such Licensed Products conform to the Applicable Standards, and regardless of whether or not Parent has specifically approved the manufacture, packaging, shipment, distribution, use, sale, offering for sale, promotion, marketing, disposition or delivery of Licensed Products, or (iii) except to the extent Parent indemnifies Licensee in accordance with Section 9.9, infringement, misappropriation, dilution or other violations of Intellectual Property or Trademarks, violations of the rights of publicity or privacy of any third party, or claims of false or misleading advertising or other representations arising out of or in any way related to this Agreement or any Licensed Product(s) (“Licensee’s Indemnity”). Licensee’s Indemnity shall include, by way of example, (A) a defect in the design or manufacture, failure to warn or failure to comply with applicable Laws arising out of or in any way related to this Agreement or any Licensed Product(s); (B) any disposal or environmental fees pertaining to the Licensed PremisesProducts that are assessed against the Parent Indemnified Parties; (C) any violation of any applicable child labor, environmental, disposal, or hazardous materials Laws arising out of or in any way related to this Agreement or any Licensed Product(s); and (D) any violation of any applicable data privacy Laws, including the Laws and standards described in the Data Privacy Guidelines, arising out of or in any way related to this Agreement or any Licensed Product(s). (b) any intentional conduct or negligence Parent shall give Licensee reasonable notice within forty-five (45) days of all claims, actions and suits subject to Licensee’s Indemnity to the extent it becomes aware of the same, and grant Licensee the right to select counsel and settle or any person for whom it is in law responsiblecontrol such claim or suit at Licensee’s expense, or provided Parent must (cx) any breach or default be consulted in the performance selection of any obligation on counsel by Licensee (and Licensee agrees to give good faith consideration to any comments or concerns raised by Parent) and (y) approve (i) the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent acts or omissions strategy of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The LicensorLicensee and its counsel, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and to the extent such damage strategy impacts, or loss is as a result has the reasonable potential to impact, the value or reputation of the negligence Parent’s brand or wilful misconduct of the LicenseeXX Xxxxx, its employees, agents, contractors and those for whom it is in law responsible. Notwithstanding anything in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company (by way of subrogation or otherwise) insuring the Licensor, for: (iiii) any loss of profit or consequential loss settlement that is indirect or not reasonably foreseeableresults in any non-monetary terms that bind Parent, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned by the negligence of the Licensee or any person Permitted Sublicensee, in each case (y)(i) and (y)(ii), such approvals not to be unreasonably withheld or denied. Failure to give Licensee reasonable notice of all claims or suits within forty-five (45) days shall not, in any way, nullify Licensee’s Indemnity obligations. Notwithstanding the foregoing, Parent shall have the right to retain its own counsel (the expenses for whom the Licensee is at law responsible, if any such loss or damage is which are covered by insurance maintained or required Licensee under this indemnification) to be obtained by the Licensor pursuant to this Licence. Licensor shall require represent its insurance company to include a waiver of subrogation provision own interests in its policies in order to implement this paragraphall cases involving indemnification.

Licensee’s Indemnity. ‌ Subject to the paragraphs below and Section 7.14, the Licensee shall defend, protect, indemnify, indemnify and hold the harmless Licensor and the Licensor's agentsits owners, directors, officers, directorsmembers, partners, shareholders, affiliates, employees, insurers, successors and contractors assigns (collectively, the “Licensor Indemnified Company Parties”) harmless against and from any and all injuries, costs, expenseslosses, liabilities, losses, damages, injunctionsfines, suitsjudgments, settlements, costs and expenses (including, without limitation, reasonable counsel fees and costs, whether or not in connection with litigation) arising out of any claims, demands, actions, fines, penalties, and demands suits or other proceedings brought or made against the Company Parties in relation to any of any kind or nature (including reasonable solicitors' fees) arising in connection with any and all third party claims arising out of: the following: (a) injuries occurring within the Licensed Premisesbreach by Licensee of any warranty, representation, covenant or obligation of Licensee hereunder; (b) any intentional conduct infringement or negligence violation of any third party intellectual property rights by or on behalf of any Licensed Party, which do not relate to the Licensee’s use of the Licensee Licensed Products or any person for whom it is in law responsible, or Licensed Property; (c) any breach or default in the performance of any obligation on the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent acts actions or omissions of any Licensee Party, any guarantor and any of their respective owners, directors, officers, members, partners, shareholders, affiliates, employees, successors and assigns related to this Agreement; (d) the Licensor operation of any Authorized Location; (e) any damages to property or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as injuries to claims persons arising out of events that occur prior the operation of any Authorized Location; (f) any violation of Applicable Law as it relates to termination of this Licenceany Authorized Location or any Licensee Party’s business; and/or (g) any tax or federal penalty related to any Authorized Location and/or any Licensee Party’s business. The LicensorLicensee Parties reserve the right to select their own legal counsel to represent their interests. Furthermore, its employees, agents, contractors and those for whom it is in law responsible, Licensee Parties shall have no claim against the sole and exclusive right to determine all litigation issues including, without limitation, trial strategy, trial preparation, discovery techniques, right of appeal, and settlement decisions at Licensee for any damage or loss incurred by the Parties’ expense. Licensee Parties shall, in good faith, discuss reasonable and material matters with Licensor with respect to the Licensed Premises, except and to the extent such damage or loss is as a result of the negligence or wilful misconduct of the Licensee, its employees, agents, contractors and those for whom it is in law responsiblewhen relevant. Notwithstanding anything in this Licence to the contraryforegoing, the Licensee Company Parties reserve the right to select their own legal counsel to represent their interests and Licensor shall not be liable have the sole and exclusive right to the Licensor or determine all litigation issues related to any insurance company claim that Licensed Property (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss element of income and benefits, even though such loss it) infringes or damage might have been occasioned by the negligence otherwise violates any rights of the Licensee or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraphthird party.

Licensee’s Indemnity. ‌ Subject to the paragraphs below and Section 7.14, the 14.1 The Licensee shall defend, protect, indemnify, and hold promptly advise the Licensor and the Licensor's agentsin writing of any actions, officerssuits, directorsclaims, employeesdemands, and contractors (collectively, the “Licensor Indemnified Parties”) harmless against and from any and all injuries, costs, expenses, liabilitiesproceedings, losses, damages, injunctionscompensation, sums of money, costs, charges and expenses which may be brought or claimed against the Licensee or the Licensor or in respect of which the Licensee or the Licensor may become liable arising out of the promotion, sale, supply or other use of the Product and/or Third Party Software by the Licensee, its servants or agents. 14.2 The Licensee hereby releases, indemnifies and agrees to keep the Licensor indemnified against any actions, suits, actionsclaims, finesdemands, penaltiesproceedings, and demands losses, damages, compensation, sums of any kind or nature money, costs (including reasonable solicitors' fees) arising in connection with any solicitor and all third party claims arising out of: (a) injuries occurring within the Licensed Premisesclient costs), (b) any intentional conduct or negligence of the Licensee or any person for whom it is in law responsible, or (c) any breach or default in the performance of any obligation on the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims charges and expenses arising out of events that occur prior to termination of this Licence. The Licensorthe promotion, its employeessale, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage supply or loss incurred by the Licensor with respect to the Licensed Premises, except and to the extent such damage or loss is as a result other use of the negligence or wilful misconduct of Product, Third Party Software and Additional Requirements by the Licensee, its employees, third parties servants and agents, contractors and those including for whom it any breach of the Privacy Laws and/or GDPR. 14.3 The Licensor is in law responsible. Notwithstanding anything in this Licence to the contrary, the Licensee shall not be liable to the Licensor Licensee or any third party under this Agreement or under general law to any insurance company (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss extent that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building is caused or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned contributed to: (a) by the negligence of the Licensee or any person for whom third party; (b) by any breach by the Licensee is at law responsibleof the terms and conditions of this Agreement or any other applicable laws, if regulations or rules; (c) by the use of the Product in conjunction with any such loss or damage is covered by insurance maintained or required to be obtained other software not approved in writing by the Licensor pursuant for use with the Product; (d) by the use of the Product in a manner or for a purpose not disclosed by the Licensee to this Licence. the Licensor prior to the Order Start Date; or (e) by any virus or similar occurrence which adversely affects the Licensor, or the Product which was caused by a Licensee or its access facilities. 14.4 The Licensor shall require in no circumstances be liable to the Licensee or any third party for any consequential, special, indirect, exemplary or punitive losses or any other loss of profit, revenue, goodwill, savings or data, whether arising in contract, tort (including negligence), equity or otherwise, regardless of whether the Licensor was advised of such losses in advance. 14.5 The Licensee warrants to the Licensor that the Licensee acquires the goods or services under this Agreement, not for personal, domestic or household use or consumption. The Licensee acknowledges that the Licensor’s liability is limited for a failure to comply with any consumer guarantees under the Australian Consumer Law (other than where to do so would otherwise cause all or part of this clause to be void) to, at the Licensor’s option, in the case of goods, repairing or replacing the goods or paying the cost of having the goods repaired or replaced, and in the case of services, re-supplying the services or paying the cost of having the services re-supplied. Except to the extent provided by the foregoing sentence or prohibited by the Australian Consumer Law (whether applied as a law of the Commonwealth or any State or Territory of Australia or other applicable law), all statutory warranties conferred in relation to the supply of goods or services to the Licensee under these terms are hereby excluded. 14.6 The Licensor’s aggregate liability to the Licensee arising under or in connection with this Agreement, in a calendar year, will not exceed the amount of the fees paid by the Licensee under this Agreement in that calendar year. 14.7 The Licensee fully releases the Licensor from any claim, cost, expense, liability or damage incurred by the Licensee as a result of the Licensor suspending access of any user to the Product or from the Licensee not undertaking a back up of the data it or its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraphusers input into the Product.

Licensee’s Indemnity. ‌ Subject Licensee shall not do or permit any act or thing to be done upon the Premises which may subject Licensor to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any legal requirement of public authority, but shall exercise such control over the Premises as to fully protect Licensor against any such liability. Licensee agrees to indemnify and save Licensor harmless from and against (a) all claims of whatever nature against Licensor arising from any act, omission or negligence 15 of Licensee, its contractors, agents, servants, employees, invitees or visitors, including any claims arising from any act, omission or negligence of Licensor or both Licensor and Licensee, (b) all claims against Licensor arising from any accident, injury or damage whatsoever caused to any person or to the paragraphs below property of any person and Section 7.14occurring during the Term in or about the Premises, (c) all claims against Licensor arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act or omission of Licensee shall defend, protect, indemnify, and hold the Licensor and the Licensoror Licensee's agents, officersemployees, directorsinvitees or visitors, including any claims arising from any act, omission or negligence of Licensor or both Licensor and Licensee, (d) any breach, violation or non-performance of any covenant, condition or agreement in this License Agreement set forth and contained on the part of Licensee to be fulfilled, kept, observed and performed, and (e) any claim, loss or liability arising or claimed to arise from Licensee, or any of Licensee's contractors, licensees, agents, servants, employees, and contractors invitees or visitors causing or permitting any Hazardous Substance (collectivelyas hereinafter defined) to be brought upon, kept or used in or about the Premises or the Real Property or any seepage, escape or release of such Hazardous Substances. For the purpose of this License Agreement, the “Licensor Indemnified Parties”) term "Hazardous Substances" shall be deemed to mean asbestos and polychlorinated biphenyls and all other hazardous or toxic materials, wastes and substances identified as such pursuant to any law. This indemnity and hold harmless agreement shall include indemnity from and against and from any and all injuriesliability, costs, expenses, liabilities, losses, damages, injunctionsfines, suits, actionsdemands, fines, penalties, costs and demands expenses of any kind or nature (including reasonable solicitors' fees) arising incurred in or in connection with any such claim or proceeding brought thereon, and all third party claims arising out of: (a) injuries occurring within the Licensed Premises, (b) any intentional conduct or negligence of the Licensee or any person for whom it is in law responsible, or (c) any breach or default in the performance of any obligation on the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and to the extent such damage or loss is as a result of the negligence or wilful misconduct of the Licensee, its employees, agents, contractors and those for whom it is in law responsible. Notwithstanding anything in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned by the negligence of the Licensee or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraphdefense thereof.

Licensee’s Indemnity. ‌ Subject to the paragraphs below Licensee, on behalf of itself and Section 7.14its successors and assigns, the Licensee shall defend, protect, indemnify, defend and hold the Licensor harmless ("Indemnify") County including, but not limited to, all of its boards, commissions, departments, agencies and the Licensor's agentsother subdivisions, officersincluding, directorswithout limitation, employeesits Health Services Agency and Real Property Services Division and all of its respective Agents, and contractors their respective heirs, legal representatives, successors and assigns (individually and collectively, the “Licensor "Indemnified Parties”) harmless "), and each of them, from and against and from any and all injuries, costs, expenses, liabilities, losses, costs, claims, judgments, settlements, damages, injunctions, suits, actionsliens, fines, penaltiespenalties and expenses, including, without limitation, direct and demands vicarious liability of any every kind or nature (including reasonable solicitors' fees) arising collectively, "Claims"), incurred in connection with any and all third party claims or arising out ofin whole or in part from: (a) injuries any accident, injury to or death of a person, including, without limitation, employees of Licensee, or loss of or damage to property, howsoever or by whomsoever caused, occurring within in or about the Licensed Premises, Property; (b) any intentional conduct default by Licensee in the observation or performance of any of the terms, covenants or conditions of this License to be observed or performed on Licensee's part, including without limitation the terms, covenants or conditions of the Contractor Services Agreement; (c) the use or occupancy or manner of use or occupancy of the Premises by Licensee, its Agents or Invitees or any person or entity claiming through or under any of them; (d) the condition of the Premises; (e) any construction or other work undertaken by Licensee on the Premises whether before or during the Term of this License; or (f) any acts, omissions or negligence of Licensee, its Agents or Invitees, in, on or about the Licensee Premises or any person for whom it the Property; all regardless of the active or passive negligence of, and regardless of whether liability without fault is in law responsible, imposed or (c) any breach or default in the performance of any obligation on the Licensee's part sought to be performed under this Licence. This indemnity does not include imposed on, the intentional or negligent acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed PremisesIndemnified Parties, except and to the extent that such damage Indemnity is void or loss is as a result of the negligence otherwise unenforceable under applicable law in effect on or wilful misconduct of the Licensee, its employees, agents, contractors and those for whom it is in law responsible. Notwithstanding anything in this Licence validly retroactive to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company (by way date of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss of income this License and benefits, even though further except only such loss or damage might have been occasioned Claims as are caused exclusively by the willful misconduct or gross negligence of the Indemnified Parties. The foregoing Indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and County's costs of investigating any Claim. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the County from any claim which actually or any person for whom potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee is by County and continues at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by all times thereafter. Licensee's obligations under this Section shall survive the Licensor pursuant to this Licence. Licensor shall require its insurance company to include a waiver termination of subrogation provision in its policies in order to implement this paragraphthe License.

Licensee’s Indemnity. ‌ Subject to the paragraphs below Licensee hereby indemnifies, defends and Section 7.14holds harmless Licensor, the Licensee shall defend, protect, indemnify, and hold the Licensor and the Licensor's agentsits directors, officers, directors, employees, representatives, consultants, Affiliates, successors, assigns and contractors agents (collectively, the each a “Licensor Indemnified PartiesIndemnitee”) harmless against and from any and all injuriesdamages, costs, expensesclaims, liabilities, losseslosses and other expenses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable solicitors' fees) arising in connection with any attorneys’ fees and all costs, whether or not a lawsuit or other proceeding is filed, that arise out of or relate to a third party claims claim (“Claim”) alleging or arising out of: (a) injuries occurring within Licensee’s use of the Licensed Premises, Patents and/or Licensed Technology and Materials; (b) any intentional conduct claims relating to the Products developed by Licensee, including damages for personal injury, death or negligence of the Licensee or any person for whom it is in law responsible, or tangible property damage; (c) any a breach or default in the performance misrepresentation of any obligation on of Licensee’s representations or warranties set forth in Section 7.1; (d) Licensee’s transactions with third parties and/or the operation of its business; and/or (e) Licensee's part to be performed ’s fraudulent acts or willful misconduct, except that in each case Licensee shall have no obligations under this Licence. This indemnity does not include the intentional Section 8.1 for any Claim alleging or negligent acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and to the extent such damage or loss is as a result of the negligence or wilful misconduct of the Licensee, its employees, agents, contractors and those for whom it is in law responsible. Notwithstanding anything in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit design defect that was present in any Licensed Technology and Materials or consequential loss that is indirect or not reasonably foreseeable, any Licensed Patent at the time it was provided by Licensor to Licensee hereunder or (ii) a claim that use of the Licensed Patents and/or Licensed Technology and Materials in accordance with this Agreement infringes upon or misappropriates the Intellectual Property Rights of any loss person or damage entity, except to the Building extent a claim arises from (A) the use of any version of the Licensed Technology and Materials other than a current, unaltered release, if such infringement would have been avoided by the use of a current, unaltered release (provided that Licensor informed Licensee that the new version should be used to avoid infringement); (B) a modification made by Licensee that was not approved by Licensor or other tangible propertyspecified in the specifications, designs or instructions supplied by Licensor, if such infringement or design defect would have been avoided in the absence of such modification; (C) the combination, operation or use of the Licensed Patents or Licensed Technology and Materials with materials not provided or approved by Licensor, or any resulting loss of income and benefitsspecified in the specifications, even though designs or instructions supplied by Licensor, if such loss infringement or damage might design defect would have been occasioned by avoided in the negligence absence of such combination, operation or use; or (D) the use of the Licensee Licensed Patents or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to Licensed Technology and Materials in breach of this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraphAgreement.

Licensee’s Indemnity. ‌ Subject to the paragraphs below and provisions of Section 7.146.1 (Mutual Release), the Licensee shall defend, protect, indemnify, and hold the Licensor save harmless Meijer, its parent, subsidiary, and the Licensor's agentsaffiliated entities (including, without limitation, Meijer Stores Limited Partnership and Meijer Distribution, Inc., and their respective officers, directors, shareholders, partners, agents, and employees and any other persons, firms, or corporations having any interest in any Licensed Premises against any liability or claim thereof (including but not limited to reasonable actual attorney fees and costs) whether for injury to persons, including death, or damage to property (i) occurring on or arising out of the use of any Licensed Premises during the term of this License; (ii) arising out of any default by Licensee under this License; (iii) arising out of any act or omission to act by Licensee, its agents, employees, and or contractors at any time including, without limitation, any such act or omission in any Entire Premises or Common Facilities; or (collectively, the “Licensor Indemnified Parties”) harmless against and from any and all injuries, costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable solicitors' feesiv) arising in connection with the operation of the business conducted from any Licensed Premises. The foregoing indemnity from Licensee shall include claims alleging or involving joint or comparative negligence, but shall not extend to liability directly resulting only from the sole negligence of Meijer, its parent, subsidiary, and affiliated entities and their respective officers, directors, shareholders, partners, agents, and employees. To the fullest extent permitted by law, Licensee expressly waives any and all third party claims arising out of: (a) injuries occurring within the Licensed Premisesimmunity and/or damage limitation provisions available to Licensee under any workers' or workmen's compensation acts, (b) any intentional conduct or negligence of the Licensee or any person for whom it is in law responsible, or (c) any breach or default in the performance of any obligation on the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent disability benefit acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and other employee benefit acts to the extent such damage or loss is as a result of acts would otherwise limit the negligence or wilful misconduct of the Licenseeamount recoverable by Meijer, its employeesparent, PCA International Master License (12, 25, 30, 34, 35, 55, 179, 195, 201, 203, 205) subsidiary, and affiliated entities (including, without limitation, Meijer Stores Limited Partnership and Meijer Distribution, Inc., and their respective officers, directors, shareholders, partners, agents, contractors and those for whom it is in law responsible. Notwithstanding anything employees, pursuant to the indemnification provisions contained in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company Section 8.1 (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned by the negligence of the Licensee or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraphLicensee's Indemnity).