Common use of Licensee’s Indemnity Clause in Contracts

Licensee’s Indemnity. a) Licensee shall indemnify and defend Taylored Concepts, ProToyType and their respective officers, directors, members, employees and agents and hold each of them harmless from and against all actions, claims, suits, proceedings, losses, damages, costs, liabilities, attorney’s fees and other expenses which may be suffered, incurred or paid by reason of or arising out of Licensee’s or any sub- licensee’s (i) representation, manufacture, advertising, packaging, labeling, promotion, offering for sale, sale or distribution, instructions or directions relating in any way to the Articles or the Property; (ii) alleged or actual defects, including, but not limited to manufacturing and design defects, in the Articles; (iii) any allegedly unauthorized use of any patent, process, idea, method, device, copyright, trademark, trade dress, trade secret, confidential information or other intellectual property, personal, proprietary or contractual right of any third party by Licensee in connection with the Property or Articles (except only for claims covered by Section 13) below); (iv) the breach or claimed breach of any warranty, representation or obligation made by Licensee to Inventor in this Agreement or Licensee’s performance under this Agreement; or (v) out of any violation or alleged violation by Licensee of any law, rule, regulation or provision of this Agreement. b) Licensee shall obtain and maintain product liability insurance providing protection for the parties indemnified in Section 12)a) against any claims or causes of action arising out of any alleged defect in an Article as designed, manufactured, distributed or otherwise disposed of by Licensee or sub-licensees, at least in the amount of $2,000,000 single limit, naming each of the parties indemnified in Section 12)a) as an additional insured. Licensee shall provide Inventor with a certificate of insurance to this effect indicating that Inventor will receive thirty (30) days prior written notification of any termination, cancellation or amendment to such insurance coverage. Failure to maintain said insurance shall be deemed a default by Licensee.

Licensee’s Indemnity. (a) Licensee shall indemnify fully indemnify, defend, and defend Taylored Conceptshold harmless Parent Group and its directors, ProToyType and their respective officers, directorsagents, membersrepresentatives and employees (“Parent Indemnified Parties”), employees and agents and hold each of them harmless from and against any and all actions, claims, suits, proceedings, losses, damages, costsexpenses, liabilities, attorney’s judgments, penalties, and costs (including reasonable attorneys’ fees and other expenses which may be sufferedcosts) (collectively, “Damages”) asserted against or incurred by the Parent Indemnified Parties with respect to any and all third-party claims, actions or paid by reason of or suits against them arising out of Licensee’s or in any sub- licensee’s way related to (i) 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, advertising, packaging, labelingshipment, promotiondistribution, use, sale, offering for sale, 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, instructions use, sale, offering for sale, promotion, marketing, disposition or directions relating delivery of Licensed Products, (iii) the ownership, validity, application to register, registration, enforcement, licensing or use of the Vernova Marks, “GEV” or the Combined Mark (other than with respect to the XX Xxxxx portion of the Combined Mark) or (iv) except to the extent Parent indemnifies Licensee in accordance with Section 9.10, 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 Articles Licensed Products 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) 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 control such claim or suit at Licensee’s expense; provided, that Parent must (x) be consulted in the selection of any counsel by Licensee (and Licensee agrees to give good faith consideration to any comments or concerns raised by Parent) and (y) approve (i) the strategy of Licensee and its counsel, to the extent such strategy impacts, or has the reasonable potential to impact, the value or reputation of the Parent’s brand or the Property; XX Xxxxx, and (ii) alleged any settlement that results in any non-monetary terms that bind Parent, Licensee or actual defects, including, but not limited to manufacturing and design defectsany Permitted Sublicensee, in the Articles; each case (iiiy)(i) any allegedly unauthorized use of any patentand (y)(ii), process, idea, method, device, copyright, trademark, trade dress, trade secret, confidential information such approvals not to be unreasonably withheld or other intellectual property, personal, proprietary or contractual right of any third party by Licensee in connection with the Property or Articles (except only for claims covered by Section 13) below); (iv) the breach or claimed breach of any warranty, representation or obligation made by Licensee to Inventor in this Agreement or Licensee’s performance under this Agreement; or (v) out of any violation or alleged violation by Licensee of any law, rule, regulation or provision of this Agreement. b) Licensee shall obtain and maintain product liability insurance providing protection for the parties indemnified in Section 12)a) against any claims or causes of action arising out of any alleged defect in an Article as designed, manufactured, distributed or otherwise disposed of by Licensee or sub-licensees, at least in the amount of $2,000,000 single limit, naming each of the parties indemnified in Section 12)a) as an additional insured. Licensee shall provide Inventor with a certificate of insurance to this effect indicating that Inventor will receive thirty (30) days prior written notification of any termination, cancellation or amendment to such insurance coveragedenied. Failure to maintain said insurance give Licensee reasonable notice of all claims or suits within forty-five (45) days shall be deemed a default 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 which are covered by LicenseeLicensee under this indemnification) to represent its own interests in all cases involving indemnification.