Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. 8.1 Each party will defend, indemnify and hold harmless the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.

Mutual Indemnification. 8.1 Each party will defend, indemnify and hold harmless The Parties hereby agree as follows: a. To the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseextent permitted by law, the indemnifying party Issuer will pay any damages, costs, expenses (including reasonable legal fees) indemnify Jumpstart and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholdersstockholders, directors, officers, employees and employees controlling persons (within the meaning of any Section 15 of them the Securities Act or Section 20 of other subscription holders. 8.3 Client shall indemnify and hold Abtechthe Exchange Act) against all losses, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, expenses and causes liabilities, as the same are incurred (including the reasonable fees and expenses of action counsel), relating to personal injury, death, or property damage arising out of its activities hereunder or pursuant to this engagement letter, except to the intentional extent that any losses, claims, damages, expenses or negligent acts liabilities (or omissions actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of Client law to have resulted primarily and directly from Jumpstart's willful misconduct or gross negligence in performing the performance services described herein. b. Promptly after receipt by Jumpstart of notice of any claim or nonperformance the commencement of any action or proceeding with respect to which Jumpstart is entitled to indemnity hereunder, Jumpstart will notify the Issuer in writing of such claim or of the commencement of such action or proceeding, and the Issuer will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to Jumpstart and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, Jumpstart will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for Jumpstart reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Issuer and Jumpstart. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Client the Issuer, in addition to local counsel. The Issuer will have the exclusive right to settle the claim or proceeding provided that the Issuer will not settle any such claim, action or proceeding without the prior written consent of Jumpstart, which will not be unreasonably withheld. c. The Issuer agrees to notify Jumpstart promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement; providedengagement letter. d. If for any reason the foregoing indemnity is unavailable to Jumpstart or insufficient to hold Jumpstart harmless, then the Issuer shall contribute to the amount paid or payable by Jumpstart as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Issuer on the one hand and Jumpstart on the other, but also the relative fault of the Issuer on the one hand and Jumpstart on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. howeverThe amounts paid or payable by a party in respect of losses, that Client claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, Jumpstart's share of the liability hereunder shall not be responsible for injury attributable to in excess of the acts or omissions amount of Abtech, its parent, subsidiaries and affiliatesfees actually received, or the respective agents and employees to be received, by Jumps tart under this engagement letter (excluding any amounts received as reimbursement of any of them or of other subscription holdersexpenses incurred by Jumpstart).

Mutual Indemnification. 8.1 Each party will defend, indemnify and hold harmless The Parties hereby agree as follows: (a) To the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseextent permitted by law, the indemnifying party Issuer will pay any damages, costs, expenses (including reasonable legal fees) indemnify FundAmerica and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholdersstockholders, directors, officers, employees and employees controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities resulting from the performance of FundAmerica’s Services set forth in this Agreement, including those allegedly arising out of any material misstatement or omission of them material fact in the offering, as the same are incurred (including the reasonable fees and expenses of counsel), except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of other subscription holderslaw to have resulted primarily and directly from FundAmerica’s willful misconduct or gross negligence in performing the services described herein. 8.3 Client shall (b) To the extent permitted by law, FundAmerica will indemnify the Issuer and hold Abtechits affiliates, and Abtech’s shareholdersstockholders, directors, officers, employees and employeescontrolling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, harmless against any and all claims, liabilities, losses, damages, expenses and causes of action relating to personal injury, death, liabilities resulting from willful misconduct or property damage arising out of the intentional or negligent acts or omissions of Client gross negligence in the performance or nonperformance by Client of FundAmerica’s Services set forth in this Agreement; provided. (c) Promptly after receipt by FundAmerica or Issuer (each an “Indemnified Party”) of notice of any claim or the commencement of any action or proceeding with respect to which an Indemnified Party is entitled to indemnity hereunder, such Indemnified party will notify the person from whom indemnification is sought (the “Indemnifying Party”) in writing of such claim or of the commencement of such action or proceeding, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel. howeverNotwithstanding the preceding sentence, the Indemnified Party will be entitled to employ counsel separate from counsel for the Indemnifying Party and from any other party in such action if counsel for the Indemnified Party reasonably determines that Client it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Issuer, in addition to local counsel. The Indemnifying Party will have the exclusive right to settle the claim or proceeding provided that the Indemnifying Party will not settle any such claim, action or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld. (d) Each Party agrees to notify the other Party promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (e) If for any reason the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold the Indemnified Party harmless, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other, but also the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, FundAmerica’s share of the liability hereunder shall not be responsible for injury attributable to in excess of the acts or omissions amount of Abtech, its parent, subsidiaries and affiliatesfees actually received, or the respective agents and employees to be received, by FundAmerica under this Agreement (excluding any amounts received as reimbursement of any of them or of other subscription holdersexpenses incurred by FundAmerica).

Mutual Indemnification. 8.1 Each party will A. DISTRICT agrees to indemnify, defend, indemnify and hold harmless the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim SUPERINTENDENT, its officers, agents and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claimsclaim, liabilitiesliability, lossesloss, damages and causes of action relating to personal injury, death injury or property damage imposed on SUPERINTENDENT arising out of the intentional or grossly negligent acts or omissions of Abtech in the DISTRICT’S performance or nonperformance by Abtech of on this Agreement; provided. however, that Abtech shall not be responsible except for injury attributable to liability resulting from the acts negligent or omissions willful misconduct of ClientSUPERINTENDENT, its parentofficers, subsidiaries agents and affiliatesemployees. If obligated to indemnify, defend, or the respective agentshold harmless DISTRICT under this Agreement, shareholdersDISTRICT shall reimburse SUPERINTENDENT for all costs, directorsattorney’s fees, expenses and liabilities associated with any resulting legal action. DISTRICT shall seek SUPERINTENDENT approval of any settlement that could adversely affect SUPERINTENDENT, its officers, agents or employees. B. SUPERINTENDENT agrees to indemnify, defend, and hold harmless DISTRICT, its officers, agents and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claimsclaim, liabilitiesliability, lossesloss, damages, and causes of action relating to personal injury, death, injury or property damage imposed on DISTRICT arising out of the intentional or negligent acts or omissions of Client in the SUPERINTENDENT’S performance or nonperformance by Client of on this Agreement; provided. however, that Client shall not be responsible except for injury attributable to liability resulting from the acts negligent or omissions willful misconduct of AbtechDISTRICT, its parentofficers, subsidiaries agents and affiliatesemployees. If obligated to indemnify, defend, or the respective agents hold harmless SUPERINTENDENT under this Agreement, SUPERINTENDENT shall reimburse DISTRICT for all costs, attorney’s fees, expenses and employees liabilities associated with any resulting legal action. SUPERINTENDENT shall seek DISTRICT’S approval of any of them settlement that could adversely affect DISTRICT, its officers, agents or of other subscription holdersemployees.

Mutual Indemnification. 8.1 Each party will defend, indemnify and hold harmless The Parties hereby agree as follows: a. To the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseextent permitted by law, the indemnifying party Issuer will pay any damages, costs, expenses (including reasonable legal fees) indemnify Jumpstart and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholdersstockholders, directors, officers, employees and employees controlling persons (within the meaning of any Section 15 of them the Securities Act or Section 20 of other subscription holders. 8.3 Client shall indemnify and hold Abtechthe Exchange Act) against all losses, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, expenses and causes liabilities, as the same are incurred (including the reasonable fees and expenses of action counsel), relating to personal injury, death, or property damage arising out of its activities hereunder or pursuant to this engagement letter, except to the intentional extent that any losses, claims, damages, expenses or negligent acts liabilities (or omissions actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of Client law to have resulted primarily and directly from Jumpstart's willful misconduct or gross negligence in performing the performance services described herein. 7 JumJ;?start ---SECURITIES b. Promptly after receipt by Jumpstart of notice of any claim or nonperformance the commencement of any action or proceeding with respect to which Jumpstart is entitled to indemnity hereunder, Jumpstart will notify the Issuer in writing of such claim or of the commencement of such action or proceeding, and the Issuer will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to Jumpstart and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, Jumpstart will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for Jumpstart reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Issuer and Jumpstart. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Client the Issuer, in addition to local counsel. The Issuer will have the exclusive right to settle the claim or proceeding provided that the Issuer will not settle any such claim, action or proceeding without the prior written consent of this Agreement; provided. howeverJumpstart, that Client shall which will not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holdersunreasonably withheld.

Mutual Indemnification. 8.1 Each party will defend, indemnify and hold harmless The Parties hereby agree as follows: a. To the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseextent permitted by law, the indemnifying party Issuer will pay any damages, costs, expenses (including reasonable legal fees) indemnify Jumpstart and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholdersstockholders, directors, officers, employees and employees controlling persons (within the meaning of any Section 15 of them the Securities Act or Section 20 of other subscription holders. 8.3 Client shall indemnify and hold Abtechthe Exchange Act) against all losses, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, expenses and causes liabilities, as the same are incurred (including the reasonable fees and expenses of action counsel), relating to personal injury, death, or property damage arising out of its activities hereunder or pursuant to this engagement letter, except to the intentional extent that any losses, claims, damages, expenses or negligent acts liabilities (or omissions actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of Client law to have resulted primarily and directly from Jumpstart's willful misconduct or gross negligence in performing the performance services described herein. b. Promptly after receipt by Jumpstart of notice of any claim or nonperformance the commencement of any action or proceeding with respect to which Jumpstart is entitled to indemnity hereunder, Jumpstart will notify the Issuer in writing of such claim or of the commencement of such action or proceeding, and the Issuer will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to Jumpstart and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, Jumpstart will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for Jumpstart reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Issuer and Jumpstart. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Client the Issuer, in addition to local counsel. The Issuer will have the exclusive right to settle the claim or proceeding provided that the Issuer will not settle any such claim, action or proceeding without the prior written consent of Jumpstart, which will not be unreasonably withheld. c. The Issuer agrees to notify Jumpstart promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement; providedengagement letter. d. If for any reason the foregoing indemnity is unavailable to Jumpstart or insufficient to hold Jumpstart harmless, then the Issuer shall contribute to the amount paid or payable by Jumpstart as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Issuer on the one hand and Jumpstart on the other, but also the relative fault of the Issuer on the one hand and Jumpstart on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. howeverThe amounts paid or payable by a party in respect of losses, that Client claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, Jumpstart's share of the liability hereunder shall not be responsible for injury attributable to in excess of the acts or omissions amount of Abtech, its parent, subsidiaries and affiliatesfees actually received, or the respective agents and employees to be received, by Jumpstart under this engagement letter (excluding any amounts received as reimbursement of any of them or of other subscription holdersexpenses incurred by Jumpstart).

Mutual Indemnification. 8.1 Each party will defend(1) The Executive agrees to indemnify and hold harmless the Company and its Affiliates (as defined below), and their respective officers, directors, employees and agents (each, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses and liabilities arising out of, or in connection any activity contemplated by the Consulting Agreement, or any other services rendered in connection therewith, except for losses, claims, damages, expenses or liabilities that have resulted directly from an Indemnified Party’s gross negligence, misrepresentation(s) or willful misconduct. The Executive also agrees that no Indemnified Person shall have any liability to the Executive for or in connection with the Consulting Services, except for any such liability for losses, claims, damages, expenses or liabilities incurred by the Executive that directly result from the gross negligence or willful misconduct of such Indemnified Person. (2) The Company agrees to indemnify and hold harmless the Executive from and against any and all losses, claims, damages, expenses and liabilities arising out of, or in connection any activity contemplated by the Consulting Agreement, or any other services rendered in connection therewith, except for losses, claims, damages, expenses or liabilities that have resulted directly from the Executive’s gross negligence or willful misconduct. The Company also agrees that the Executive shall not have any liability to the Company for or in connection with the Consulting Agreement, except for any such liability for losses, claims, damages, expenses or liabilities incurred by the Company that directly result from the gross negligence or willful misconduct of the Executive, or Executive’s breach of this Agreement. (3) Neither the Company nor Executive shall be obligated to indemnify and hold harmless the other party from for any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action demands relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.Section 409 A.

Mutual Indemnification. 8.1 Each party will defenda) Customer hereby acknowledges and agrees that TCP may not be aware of all rights available to Customer’s Designated Users or Employees under all data protection regimes. Customer, indemnify to the extent permitted by law, shall indemnify, defend and hold harmless TCP, its Affiliates, Subprocessors, officers, managers, directors, employees, agents, advisors and other representatives (the other “TCP Indemnitees”) from and against any lawsuit, liability, loss, cost or expense (including reasonable attorneys’ fees) actually incurred or suffered by TCP Indemnitees of every kind and nature to the extent caused by or resulting from (i) any breach of a representation or warranty made by Customer under this Agreement; or (ii) a third-party from any claim made against a TCP Indemnitee arising from or related to Customer’s failure to comply with any applicable domestic or foreign data protection laws or regulations. Customer shall have the right to control any defense provided pursuant to this Section 8 a), provided, however, that Customer shall not, without TCP’s prior written consent, (A) enter into any settlement or compromise or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to the applicable TCP Indemnitee of a written release from all liability in respect of such third party claim, or (B) enter into any settlement or compromise with respect to any third party claim that may adversely affect the applicable TCP Indemnitee other than as a result of money damages or other monetary payments that are indemnified hereunder. b) TCP will indemnify, defend and hold harmless Customer and its Affiliates (the “Customer Indemnitees”) from and against any lawsuit, liability, loss, cost or expense actually incurred or suffered by a Customer Indemnitee of every kind and nature to the extent caused by or resulting from a third-party claim made against a Customer Indemnitee that the TCP Technology infringes on any U.S. intellectual property right of a third party; provided, however, that TCP is notified in writing of such claim promptly after such claim is made upon Customer. TCP shall have the right to control any defense provided pursuant to this Section 8 b). In no event shall Customer settle any such claim without TCP’s material breach of the non-infringement warranty described in Section 6 aboveprior written approval. If given prompt notice of such a claim is made or if the TCP Technology, in TCP’s opinion, is likely to become subject to such a claim, TCP may, at its option and expense, either (i) procure the ability right to control its defensecontinue using the TCP Technology or portion thereof, or (ii) replace or modify the indemnifying party will pay any damagesTCP Technology or portion thereof so that it becomes non-infringing. If TCP determines that neither alternative is reasonably practicable, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other TCP may terminate this Agreement with respect to claims resulting from any modifications to Intellectual Property by employees and consultants the portion of the party seeking indemnificationTCP Technology infringing or alleged to infringe. If indemnifying party does not defend TCP shall have no liability or obligation under this Section 8 b) if the claim in a timely mannerarises from (i) any alteration or modification to the TCP Technology other than by TCP, (ii) any combination of the indemnified party shall have the full rights to defend, payTCP Technology with other programs or data not furnished by TCP, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay (iii) any judgment or settlement use of the claim and reimburse indemnified party TCP Technology prohibited by this Agreement or otherwise outside the scope of use for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with which the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client TCP Technology is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.intended

Mutual Indemnification. 8.1 Each party will 1. The Subcontractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the Managing Entity, the Department, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys’ fees, costs, and expenses arising from or relating to an alleged act or omission by the Subcontractor, its agents, employees, partners, or subcontractors. The Subcontractor, however, shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the Managing Entity or the Department except the Subcontractor shall indemnify the Managing Agent or the Department for its negligence in selecting or supervising the Subcontractor and (b) for any claim that the Managing Agent or the Department are liable because it had a non-delegable duty which the Managing Agent or the Department delegated to Subcontractor. 2. The Managing Entity shall be fully liable for the actions of its agents (except the Department and the Subcontractor and the Subcontractor’s subcontractors, agents, officers, partners and employees shall not be considered Managing Entity’s agents for purposes of this Section M), employees, partners, or subcontractors (except the Subcontractor and its subcontractors, agents, officers, partners and employees shall not be considered Managing Entity’s subcontractors for purposes of this Section M) and shall fully indemnify, defend, and hold harmless, the Subcontractor and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys’ fees, costs, and expenses arising from or relating to an alleged act or omission by the Managing Entity, its agents, employees, partners, or subcontractors, provided however that the Managing Entity shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the Subcontractor. Further, the Managing Entity shall, without exception, indemnify and hold harmless the other party Subcontractor and its employees from any claim arising from that party’s material breach liability of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseany nature or kind whatsoever, the indemnifying party will pay any damagesincluding attorneys’ fees, costs, and expenses (including reasonable legal fees) and settlements entered into arising out of, relating to or involving any claim associated with any trademark, copyrighted, patented, or unpatented invention, process, trade secret, or intellectual property right, information technology used or accessed by the Managing Entity, or article manufactured or used by the Managing Entity, its approval officers, agents, or subcontractors in satisfaction the performance of this Subcontract or delivered to the Subcontractor for the use of the claimSubcontractor, its employees, agents, or contractors. Each party will cooperate with The Managing Entity may, at its option and expense, procure for the other party Subcontractor, its employees, agents, or contractors, the right to continue use of, replace or modify the product or article to render it non-infringing. If the Managing Entity is not reasonably able to modify or otherwise secure from the Subcontractor the right to continue using the product or article, the Managing Entity shall remove the product and refund the Subcontractor the amounts paid in excess of a reasonable rental for past use. However, the Subcontractor shall not be liable for any royalties. The Managing Entity has no liability when such proceedings. Neither party claim is obligated solely and exclusively due to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants Subcontractor's alteration of the party seeking indemnification. If indemnifying party does not defend product or article or the claim Subcontractor’s misuse or modification of the Managing Entity's products or the Subcontractor's operation or use of vendor's products in a timely mannermanner not contemplated by this Subcontract. The Managing Entity shall provide prompt written notification to the Subcontractor of any claim of copyright, patent or other infringement arising from the performance of this Subcontract. Further, the indemnified party Managing Entity shall have the full rights to protect, defend, payand indemnify, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (includingincluding attorneys' fees, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Clientcosts, and expenses, the respective employees and agents of any of them, harmless against Subcontractor for any and all third party claims, liabilities, losses, damages claims and causes of action litigation (including litigation initiated by the Subcontractor) arising from or relating to personal injury, death Managing Entity's claim that a document contains proprietary or property damage arising out trade secret information that is exempt from disclosure or the scope of the intentional Managing Entity's redaction. The Managing Entity’s inability to evaluate liability or grossly negligent acts or omissions its evaluation of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech liability shall not excuse its duty to defend and indemnify after receipt of notice. Only an adjudication or judgment after the highest appeal is exhausted finding the Subcontractor negligent shall excuse the Managing Entity of performance under this provision, in which case the Subcontractor shall have no obligation to reimburse the Managing Entity for the cost of their defense. If the Managing Entity is an agency or subdivision of the State, its obligation to indemnify, defend, and hold harmless the Subcontractor shall be responsible for injury attributable to the acts or omissions extent permitted by law and without waiving the limits of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holderssovereign immunity. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.

Mutual Indemnification. 8.1 12.1 Each party will Party shall indemnify, defend, indemnify and hold harmless the other party Party ("Indemnitee"), including its directors, officers, employees, agents and affiliates from and against any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenselosses, the indemnifying party will pay any damages, costssettlement, recovery, judgment, expenses and costs (including reasonable legal attorneys' fees), or liabilities as a result of (a) any claims or demands against the Indemnitee by a Third Party for injury to and settlements entered into with its approval in satisfaction death of persons, and damage to and loss of property that are caused by, or arise from the Indemnifying Party's ("Indemnitor") performance and obligations under the Agreement; b) any claims or demands against Indemnitee by a Third Party that products or services furnished by Indemnitor within the scope of the claim. Each party will cooperate with the Agreement actually or allegedly violates, infringes or misappropriates any patent, copyright, trademark, trade secret or other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants proprietary rights of the party seeking indemnification. If indemnifying party does third party; provided that Registry shall not defend indemnify CTIA for any claim based on its provision of Registry Services as set forth in the Assignment Guidelines unless the claim is based on Registry's negligence or intentional misconduct in a timely mannerits provision of Registry Services; likewise, CTIA shall not indemnify Registry for any claim based on Registry's provision of Registry Services as set forth in the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of Assignment Guidelines unless the claim and reimburse indemnified party for is based on CTIA's negligence or intentional misconduct in its costs and expenses (including, but not limited performance of its obligations under this Agreement; c) any claims or demands against Indemnitee by a Third Party to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result extent arising from third party Intellectual Property resold by Abtech the negligence or intentional misconduct of Indemnitor acting or failing to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by act within the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech scope of this Agreement; providedor (d) any claims or demands against the Indemnitee by a Third Party arising from an actual breach of any of the Indemnitor's obligations, representations, or warranties contained herein. howeverIn the event that a Third Party brings a claim or demand against Registry and such claim or demand arises from a Carrier's refusal or intentional failure to abide by the Assignment Guidelines, CTIA shall indemnify Registry for any direct damages as a result of Carrier's misconduct with respect to the Assignment Guidelines, provided that Abtech Carriers indemnify CTIA for such third party claims against Registry. CTIA shall use reasonable and good faith efforts in its attempt to reach an agreement with Carriers concerning indemnification of CTIA for third party claims against Registry. 12.2 In claiming any indemnification under this Agreement, the Party claiming indemnification (the "Claimant") shall provide the other Party with written notice of any claim, which the Claimant believes falls within the scope of this Agreement. The Claimant may, at its own expense, assist in the defense if it so chooses, provided that the other Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Claimant shall not be responsible for injury attributable to final without the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holdersClaimant's written consent. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.

Mutual Indemnification. 8.1 Each party will defendA. Seller shall indemnify, indemnify defend and hold Buyer, its officers, directors, members and agents, harmless the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseagainst all losses, the indemnifying party will pay any liabilities, claims, damages, costs, costs and expenses (including reasonable legal feesattorneys' fees and disbursements) arising from or relating to (i) any breach of Seller's representations, obligations or performance under this Agreement; and settlements entered into with its approval in satisfaction (ii) any claim made by a third party relating to or arising out of Seller's ownership, operation, maintenance or repair of the claim. Each party will cooperate with Subject Property or the other party in condition, operation or use of the Subject Property at any such proceedings. Neither party is obligated time prior to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by Closing. B. Buyer shall indemnify, defend and hold Seller, its employees and consultants agents, harmless from and against all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising from or relating to (i) any breach of Buyer's representations, obligations or performance under this Agreement; and (ii) any claim made by a third party relating to or arising out of Buyer's ownership, operation, maintenance or repair of the party seeking indemnification. If indemnifying party does not defend Subject Property or the condition or use of the Subject Property at any time after Closing. C. In order to make a claim in a timely mannerhereunder, the indemnified party shall have notify the full rights other party in writing, and shall include sufficient documentation relating to defend, pay, or settle such claim on to provide the indemnifying party’s behalf and party with a reasonable explanation of the claim. As to third-party claims, the indemnifying party shall have the right to contest and defend, with the counsel of its choice, any and all such claims by such third party and shall have no obligation to pay any judgment or settlement the indemnified party (except that costs of defense of the claim shall be paid by the indemnifying party when and reimburse as incurred) unless and until there has been a final adjudication of indemnified party's obligation to pay such third party. However, if the indemnifying party fails for any reason to defend the action, the indemnified party for its costs shall be entitled to control such defense and expenses (including, but not limited to reasonable the indemnifying party shall promptly reimburse all attorneys’ ' fees and other legal fees) in connection with the claimdefense costs when and as incurred. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot In no event shall any claim be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death settled or property damage arising out resolved without approval of the intentional or grossly negligent acts or omissions indemnified party (which approval of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech indemnified party shall not be responsible for injury attributable unreasonably withheld). However, any settlements which require the indemnified party to either take action or refrain from taking action other than the payment of money shall be subject to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out approval of the intentional or negligent acts or omissions of Client indemnified party in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holdersabsolute good faith discretion.

Mutual Indemnification. 8.1 Each party Party (“Indemnitor”) will indemnify, defend, indemnify and hold harmless the other Party, its parents, affiliates and subsidiaries, and their respective officers, directors, employees, agents, successors and assigns (each an “Indemnitee”), from and against any and all third party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any damageslosses, costs, damages, claims, demands, expenses (and liabilities, including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees fees, costs and other legal fees) in connection with the claim. Should this breach related expenses, that may be threatened against or incurred by an Indemnitee solely as a result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client injuries or deaths of persons, or the loss or loss of use of, damage to, or destruction of physical property, arising out of or related to the negligence, willful misconduct, or breach of this Agreement, including the provisions of Section 12, by (i) if the Indemnitor is OWW, any Orbitz Worldwide Agency, Subscriber, or Authorized User or its or their agents, representatives, contractors or subcontractors, and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify (ii) if the Indemnitor is Travelport, any Travelport Group Company or its or their agents, representatives, contractors or subcontractors. B. Additional Indemnification by Subscriber. Subscriber will indemnify, defend, and hold Client, harmless each Travelport Indemnitee from and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, lossescosts, damages, claims, demands, expenses and causes liabilities, including reasonable attorneys' fees, costs and related expenses, that may be incurred by the Travelport Indemnitee solely as a result of action relating to personal injury(i) Subscriber's misuse of the Products and Services or a Travelport System, death(ii) Subscriber’s use of a Third Party Product, or property damage arising out (iii) Subscriber’s provision of travel services and/or products to Subscriber’s customers. C. Indemnification Procedures. Any party claiming indemnification pursuant to this Section 11 or Section 8.A(i) will give the applicable Indemnitor prompt written notice of the intentional or negligent acts or omissions of Client applicable third party claim and will reasonably cooperate with the Indemnitor, at the Indemnitor’s cost and expense, in the performance defense of the claim. The Indemnitor will have sole authority to defend or nonperformance by Client settle the claim, provided such defense or settlement does not prejudice any rights of or incur any cost on behalf of any Indemnitee. An Indemnitor may not settle a claim in a manner that adversely affects an ***Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this Agreement; providedomitted information. however, that Client shall Indemnitee without the Indemnitee’s prior written consent which will not be responsible for injury attributable unreasonably withheld. Each Party, as an Indemnitee, shall be permitted to retain its own counsel to participate in the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees defense of any claim, which participation shall be at the Indemnitee’s expense unless the Indemnitor fails to competently or diligently defend against such claim, in which event such participation shall be at the expense of them or of other subscription holdersthe Indemnitor.

Mutual Indemnification. 8.1 Each party will defend(a) Xxxxx hereby agrees to indemnify, indemnify defend and hold Licensor and its employees, agents, successors and assigns (collectively, "Licensor Indemnitees") harmless the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claimspayments, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilitiesexpenditures, losses, damages, environmental clean up costs or claims (including remediation costs and contribution claims), liabilities, claims, causes of action relating to personal injuryaction, deathjudgments, court costs, legal or other expenses (including reasonable attorneys' fees) of whatever kind or nature, whether direct or indirect, contingent or non-contingent, incurred or suffered by, or property damage actually made against, any Indemnitee resulting from or arising out of or by reason of (i) Xxxxx'x use or occupancy of the intentional License Parcels during the term of this License Agreement and/or the conduct and operation of Xxxxx'x plant nursery activities thereon or negligent acts other things done, permitted or omissions suffered by Xxxxx in, on or about the License Parcels; or (ii) any breach, default or failure by Xxxxx to fully perform in a timely fashion any of Client the covenants, obligations, agreements or other undertakings of Xxxxx to be performed under the terms of this License Agreement. Xxxxx'x indemnification obligations shall not apply to matters arising from the negligence or willful misconduct of Licensor or any breach of this License Agreement by Licensor, nor shall this indemnification constitute a waiver of the release provisions in the performance Option Agreement. The indemnification obligations of Xxxxx hereunder shall be absolute and unconditional, and shall survive the expiration or nonperformance by Client sooner termination of this License Agreement. (b) Licensor hereby agrees to indemnify, defend and hold Xxxxx and its employees, agents, successors and assigns (collectively, "Xxxxx Indemnitees") harmless from and against any and all payments, expenditures, losses, damages, environmental clean up costs or claims (including remediation costs and contribution claims), liabilities, claims, causes of action, judgments, court costs, legal or other expenses (including reasonable attorneys' fees) of whatever kind or nature, whether direct or indirect, contingent or non-contingent, incurred or suffered by, or actually made against, any Indemnitee resulting from or arising out of or by reason of (i) Licensor's use or occupancy of the Property during the term of this License Agreement and/or the conduct and operation of Licensor's development activities thereon; providedor (ii) any breach, default or failure by Licensor to fully perform in a timely fashion any of the covenants, obligations, agreements or other undertakings of Licensor to be performed under the terms of this License Agreement. however, that Client Licensor's indemnification obligations shall not be responsible for injury attributable apply to matters arising from the acts negligence or omissions willful misconduct of Abtech, its parent, subsidiaries and affiliatesXxxxx, or the respective agents and employees any breach of any of them or of other subscription holders.this License

Mutual Indemnification. 8.1 Each party will A. Neither COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CCTA and/or its agents, under or in connection with any work, authority, or jurisdiction conferred upon CCTA under this MOU. CCTA hereby agrees to indemnify, defend, indemnify assume all liability for and hold harmless COUNTY and its officers, employees, agents and representatives, to the other party maximum extent allowed by law, from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability all actions, claims, suits, penalties, obligations, liabilities, damages to control its defenseproperty, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited without limitation, any fines, penalties, judgments, actual litigation expenses and experts' and actual attorneys' fees), environmental claims or bodily and/or personal injuries or death to reasonable attorneys’ fees and other legal feesany persons (collectively, "CLAIMS”) arising out of or in any way connected to the negligence or willful misconduct of CCTA, its officers, agents or employees in connection with the claimor arising from any of its activities pursuant to this MOU. Should this breach result from third party Intellectual Property resold by Abtech The foregoing obligation of CCTA to Client then Client agrees that as per Section 5.4 Abtech canindemnify, defend, assume all liability for and hold harmless COUNTY and its officers, employees, agents and representatives does not be reasonably in breach and therefore Client is bound apply to any CLAIMS caused by the terms sole negligence or sole willful misconduct of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claimsCOUNTY or its officers, employees, agents, or representatives. 8.2 Abtech shall indemnify B. Neither CCTA nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by COUNTY and/or its agents, under or in connection with any work, authority, or jurisdiction conferred upon COUNTY under this MOU. COUNTY hereby agrees to indemnify, defend, assume all liability for and hold Clientharmless CCTA and its member agencies, officers, employees, agents and representatives, to the respective employees and agents of any of themmaximum extent allowed by law, harmless against any and from all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage CLAIMS arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable any way connected to the acts negligence or omissions willful misconduct of ClientCOUNTY, its parentofficers, subsidiaries agents or employees in connection with or arising from any of its activities pursuant to this MOU. The foregoing obligation of COUNTY to indemnify, defend, assume all liability for and affiliates, or the respective agents, shareholders, directorshold harmless CCTA and its member agencies, officers, employees, agents and employees representatives does not apply to any CLAIMS caused by the sole negligence or sole willful misconduct of any of them CCTA or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, its officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, deathagents, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holdersrepresentatives.

Mutual Indemnification. 8.1 Each party will defend, indemnify Referral Agent and hold harmless the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech VITALCAP FUND shall indemnify and hold Client, and the respective employees and agents of any of them, each other harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against from any and all claims, damages and liabilities, lossesincluding attorney’s fees and cost of defense, damagesarising from the services performed by either party or either party’s negligent or fraudulent acts or failure to act in performing this Agreement. Referral Agent and VITALCAP FUND warrant and represent that there has not and shall not be any disclosure of trade secrets or confidential competitor information to either party. Referral Agent and VITALCAP FUND further warrant and represent that they are not bound by any restrictive covenant or prior agreement with any third party which would prohibit either party from providing the services contemplated herein. Referral Agent and VITALCAP FUND also warrant and represent that they are not under any restrictive covenant or prior agreement affecting any Client that they introduce to one another. In the event that Referral Agent or VITALCAP FUND is in fact bound by a restrictive covenant, Referral Agent or VITALCAP FUND indemnify the other party for all costs, expenses and legal fees pursuant to Paragraph 20 of this Agreement. a. Referral Agent shall not be liable for any losses to VITALCAP FUND or any of its funding partners, participants or institutions resulting from the financing of any Client under any VITALCAP FUND Funding Agreements unless however the Referral Agent had provided false information or documents to VITALCAP FUND or willfully misled VITALCAP FUND or references of the Client in an attempt to fraudulently induce VITALCAP FUND to provide financing to an unqualified Client. b. Neither party shall be liable to the other or any third party for any liquidated, indirect, consequential, special, speculative, lost profits, exemplary or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and causes of action relating to personal injury, death, or property damage the like) arising out of this Agreement even if the intentional or negligent acts or omissions party at fault has been advised of Client in the performance or nonperformance by Client possibility of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holderssuch damages.

Mutual Indemnification. 8.1 Each party will defend(a) Xxxxx hereby agrees to indemnify, indemnify defend and hold Licensor and its employees, agents, successors and assigns (collectively, "Licensor Indemnitees") harmless the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claimspayments, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilitiesexpenditures, losses, damages, environmental clean up costs or claims (including remediation costs and contribution claims), liabilities, claims, causes of action relating to personal injuryaction, deathjudgments, court costs, legal or other expenses (including reasonable attorneys' fees) of whatever kind or nature, whether direct or indirect, contingent or non-contingent, incurred or suffered by, or property damage actually made against, any Indemnitee resulting from or arising out of or by reason of (i) Xxxxx' use or occupancy of the intentional License Parcels during the term of this License Agreement and/or the conduct and operation of Xxxxx' plant nursery activities thereon or negligent acts other things done, permitted or omissions suffered by Xxxxx in, on or about the License Parcels; or (ii) any breach, default or failure by Xxxxx to fully perform in a timely fashion any of Client the covenants, obligations, agreements or other undertakings of Xxxxx to be performed under the terms of this License Agreement. Xxxxx' indemnification obligations shall not apply to matters arising from the negligence or willful misconduct of Licensor or any breach of this License Agreement by Licensor, nor shall this indemnification constitute a waiver of the release provisions in the performance Option Agreement. The indemnification obligations of Xxxxx hereunder shall be absolute and unconditional, and shall survive the expiration or nonperformance by Client sooner termination of this License Agreement. (b) Licensor hereby agrees to indemnify, defend and hold Xxxxx and its employees, agents, successors and assigns (collectively, "Xxxxx Indemnitees") harmless from and against any and all payments, expenditures, losses, damages, environmental clean up costs or claims (including remediation costs and contribution claims), liabilities, claims, causes of action, judgments, court costs, legal or other expenses (including reasonable attorneys' fees) of whatever kind or nature, whether direct or indirect, contingent or non-contingent, incurred or suffered by, or actually made against, any Indemnitee resulting from or arising out of or by reason of (i) Licensor's use or occupancy of the Property during the term of this License Agreement and/or the conduct and operation of Licensor's development activities thereon; providedor (ii) any breach, default or failure by Licensor to fully perform in a timely fashion any of the covenants, obligations, agreements or other undertakings of Licensor to be performed under the terms of this License Agreement. however, that Client Licensor's indemnification obligations shall not be responsible for injury attributable apply to matters arising from the acts negligence or omissions willful misconduct of Abtech, its parent, subsidiaries and affiliatesXxxxx, or any breach of this License Agreement by Xxxxx. The indemnification obligations of Licensor hereunder shall be absolute and unconditional, and shall survive the respective agents and employees expiration or sooner termination of any of them or of other subscription holdersthis License Agreement.

Mutual Indemnification. 8.1 Each party will defend, CONSULTANT shall indemnify and hold harmless the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of ClientSmartCool, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, affiliates from and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damagescosts, damages and causes of action relating to personal injuryexpenses whatsoever that are made against or incurred by SmartCool, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance CONSULTANT, its employees or nonperformance by Client agents, or any breach of this Agreement; provided. howeveror failure to perform any of CONSULTANT's covenants and agreements herein, that Client shall not be responsible for injury attributable except to the extent that such claims directly result from faulty manufacturing of the Products, or any negligent act or omission by SmartCool. SmartCool shall indemnify and hold harmless CONSULTANT, its subsidiaries and affiliates from and against any and all claims, losses, costs, damages and expenses whatsoever that are made against or incurred by CONSULTANT, arising out of acts or omissions of AbtechSmartCool, its parent, subsidiaries and affiliatesemployees or agents, or any breach of or failure to perform any of SmartCool's covenants and agreements herein, except to the respective agents extent that such claims directly result from any negligent act or omission by CONSULTANT. CONSULTANT and employees SmartCool are to hold each other harmless of and from all manner of action, causes of action, proceedings, claims, demands and expenses whatsoever which may be brought or made against CONSULTANT and SmartCool or which CONSULTANT and SmartCool, may sustain, pay or incur as a result of or in connection with any breach of or failure to perform any of CONSULTANT’s or SmartCool’s covenants and agreements herein Neither CONSULTANT nor SmartCool shall be liable nor responsible for any bodily or personal injury or property damage of any nature whatsoever that may be suffered or sustained by the either party in the performance of them or of other subscription holdersthis agreement.

Mutual Indemnification. 8.1 Each party will defend, (a) Both parties agree to indemnify and hold harmless the other party from and against any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseall losses, the indemnifying party will pay any claims, damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs liabilities and expenses (including, but not limited to reasonable without limitation attorneys’ fees and other legal feescosts incurred in the investigation, defense and settlement of the matter) suffered or incurred by either party which arises out of this Agreement or otherwise out of the performance by either party of their obligations hereunder, unless, such losses, claims, damages, liabilities or expenses are found by a final determination of a court of competent jurisdiction to have arisen out of gross negligence or malfeasance of the either party hereunder (pending any such final determination, the indemnification and reimbursement provision of this Agreement shall apply. If for any reason the foregoing indemnification is unavailable to either party, or insufficient to hold him harmless, then the parties shall contribute to the amount paid or payable as a result of such loss, claim, damage or liability in connection with such proportion as is appropriate to reflect not only the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound relative benefits received by the terms Company on the one hand and the Advisor on the other hand, but also the relative fault of the Company and the Advisor, as well as any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of both parties under this paragraph shall be in addition to any liability which the either party may otherwise have and shall be binding and inure to the benefit of any agreement between Client respective successors, assigns, heirs and manufacturer regarding Intellectual Property indemnification personal representatives of the Company and claimsthe Advisor. 8.2 Abtech shall indemnify (b) The Company agrees to indemnify, defend and hold Client, and harmless the respective employees and agents of any of them, harmless Advisor against any and all third party losses, claims, liabilitiesdamages, lossesexpenses and liabilities to which the Advisor may become subject, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts based upon any untrue statement or omissions alleged untrue statement of Abtech a material fact contained in the performance Registration Statement or nonperformance the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, resulting from the use of written information furnished to the Advisor by Abtech the Company, regarding the Company, for use in the preparation of the Registration Statement. The provisions of this Section 14 shall survive the termination and expiration of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.

Mutual Indemnification. 8.1 9.1 Each party will defend, indemnify indemnify, and hold harmless the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 7 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 7.3 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 9.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, provided however that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 9.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, provided however that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.

Mutual Indemnification. 8.1 Each party will defend, (the “Indemnifying Party“) shall indemnify and hold harmless defend the other party from (the “Indemnified Party“) against any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseall losses, the indemnifying party will pay any damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (of whatever kind, including reasonable legal fees) professional fees and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees, that are awarded against Indemnified Party in a final non-appealable judgment or administrative proceeding (collectively, “Losses“), arising out of any third-party claim alleging (a) a material breach or non-fulfillment of any material representation, warranty, or covenant set forth in Section 11 by Indemnifying Party; or (b) any grossly negligent or more culpable act or omission of Indemnifying Party (including any reckless or willful misconduct) in connection with the claimperformance of its obligations under this Agreement. Should this breach result from THIS SECTION MUTUAL INDEMNIFICATION SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF THE INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY FOR THE INDEMNIFIED PARTY FOR ANY DAMAGES COVERED UNDER SECTION 14 MUTUAL INDEMNIFICATION). Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 14. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such third party Intellectual Property resold by Abtech claim and shall employ counsel to Client then Client agrees that as per handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party’s failure to perform any obligations under this Section 5.4 Abtech can14 will not be reasonably in breach and therefore Client is bound by relieve the terms Indemnifying Party of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of its obligations under this Agreement; provided. however, that Abtech shall not be responsible for injury attributable Section 14 except to the acts or omissions extent that the Indemnifying Party can demonstrate that it has been prejudiced as a result of Client, such failure. The Indemnified Party may participate in and observe the proceedings at its parent, subsidiaries own cost and affiliates, or the respective agents, shareholders, directors, officers, and employees expense with counsel of any of them or of other subscription holdersits own choosing. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.

Mutual Indemnification. 8.1 Each party will defend, (a) Both parties agree to indemnify and hold harmless the other party from and against any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseall losses, the indemnifying party will pay any claims, damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs liabilities and expenses (including, but not limited to reasonable without limitation attorneys’ ' fees and other legal feescosts incurred in the investigation, defense and settlement of the matter) suffered or incurred by either party which arises out of this Agreement or otherwise out of the performance by either party of their obligations hereunder, unless, such losses, claims, damages, liabilities or expenses are found by a final determination of a court of competent jurisdiction to have arisen out of gross negligence or malfeasance of the either party hereunder (pending any such final determination, the indemnification and reimbursement provision of this Agreement shall apply.. If for any reason the foregoing indemnification is unavailable to either party, or insufficient to hold him harmless, then the parties shall contribute to the amount paid or payable as a result of such loss, claim, damage or liability in connection with such proportion as is appropriate to reflect not only the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound relative benefits received by the terms Company on the one hand and the Advisor on the other hand, but also the relative fault of the Company and the Advisor, as well as any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of both parties under this paragraph shall be in addition to any liability which the either party may otherwise have and shall be binding and inure to the benefit of any agreement between Client respective successors, assigns, heirs and manufacturer regarding Intellectual Property indemnification personal representatives of the Company and claimsthe Advisor. 8.2 Abtech shall indemnify (b) The Company agrees to indemnify, defend and hold Client, and harmless the respective employees and agents of any of them, harmless Advisor against any and all third party losses, claims, liabilitiesdamages, lossesexpenses and liabilities to which the Advisor may become subject, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts based upon any untrue statement or omissions alleged untrue statement of Abtech a material fact contained in the performance Registration Statement or nonperformance the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, resulting from the use of written information furnished to the Advisor by Abtech the Company, regarding the Company, for use in the preparation of the Registration Statement. The provisions of this Section 12 shall survive the termination and expiration of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.

Mutual Indemnification. 8.1 Each party (a) Distributor will defend, indemnify and hold Company harmless the other party from and against any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseloss, the indemnifying party will pay any damagescost, costsdamage, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, payexpense, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its other liability, including, without limitation, reasonable costs and expenses attorney fees (including, but not limited to reasonable attorneys’ fees and other legal fees“Costs”) incurred in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilitiessuits, lossesinvestigations or enforcement actions (“Claims”) as a result of Distributor’s negligent acts, damages and causes of action relating to personal injurynegligent omissions, death or property damage arising out of the intentional willful misconduct, or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech Distributor’s breach of this Agreement; provided, except and to the extent caused by the negligence or willful misconduct of Company or Company’s breach of this Agreement. (b) Company will indemnify and hold Distributor harmless from and against any Costs for Claims incurred by Distributor as a result of Company’s manufacturing of the Products, negligent acts, negligent omissions, willful misconduct, or Company’s breach of this Agreement, except and to the extent caused by the negligence or willful misconduct of Distributor or Distributor’s breach of this Agreement. (c) In the event that Distributor is unable, due to the insolvency of any customer, to collect the full amount of an invoice for the Products from such customer, then Distributor shall have the right to charge back an amount equal to eighty-five percent (85%) of such uncollected invoice to Company. (d) As a condition of indemnification, the Party seeking indemnification shall notify, to the extent possible under applicable law, the indemnifying Party in writing promptly upon learning of any Claim for which indemnification may be sought hereunder. howeverThe indemnifying Party shall control the defense of such Claim and the indemnified Party shall have a right to participate in the defense of such Claim at its expense, that Abtech and the Parties will cooperate in such defense. The indemnifying Party shall not settle any Claim without the written consent of the indemnified Party, which consent shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holdersunreasonably withheld. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.

Mutual Indemnification. 8.1 Each party will defendRuvixx shall indemnify, indemnify defend and hold harmless Customer and its directors, officers, employees and agents (and successors, heirs and assigns) (the other party from “Customer Parties”) against any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseliability, the indemnifying party will pay any damagesdamage, costs, expenses loss or expense (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal feescosts) incurred by the Customer Parties in connection with any third-party claim that Ruvixx’s proprietary technology that provides the claim. Should this breach result from Services, in the form provided by Ruvixx, infringes any patent or other third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Clientintellectual property right provided, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech Ruvixx shall not be responsible for injury attributable have no such indemnification obligation to the acts or omissions extent such infringement: (a) relates to use of Clientthe Services in combination with other software, its parentdata products, subsidiaries and affiliatesprocesses, or materials not provided by Ruvixx and the respective agentsinfringement would not have occurred but for the combination; (b) arises from or relates to modifications to the Services not made or authorized by Ruvixx; or (c) where Customer continues the activity or use constituting or contributing to the infringement after notification thereof by Ruvixx to cease such use and provision of a pro rata refund upon such notification. Customer shall indemnify, shareholders, defend and hold harmless Ruvixx and its directors, officers, employees and employees agents, its and their respective successors, heirs and assigns (the “Ruvixx Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the Ruvixx Parties resulting from any third-party claim (i) resulting from Customer Content, or (ii) where Customer has used the Services other than in compliance with the terms set forth in this Agreement. The indemnified party will provide the indemnitor with prompt notice of any claim (provided that the failure to promptly notify shall only relieve indemnitor of them or of other subscription holders. 8.3 Client shall indemnify its obligation to the extent it can demonstrate material prejudice from such failure) and hold Abtechat the indemnitor’s expense, and Abtechprovide assistance reasonably necessary to defend such claim. The indemnitor will not enter into a settlement that would result in liability to the indemnified party without the indemnified party’s shareholdersprior written consent, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client which shall not be responsible for injury attributable to the acts unreasonably withheld or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holdersdelayed.

Mutual Indemnification. 8.1 Each party will defenda.) The Company agrees to indemnify and hold harmless Impact Capital and its agents, servants and employees against any losses, claims, damages or liabilities, joint or several, for which Impact Capital or its agents, servants and employees may directly or indirectly become liable in connection with or arising out of the advisory services that are governed by this Agreement or the offering or sale of securities of the Company. Furthermore, the Company shall reimburse any legal or other expenses reasonably incurred by Impact Capital and its agents, servants and employees in connection with investigating or defending against any loss, claim, damage or liability or any action in respect thereof. Notwithstanding anything to the contrary contained herein, the Company shall not be liable hereunder for any loss, claim, damage or liability resulted from intentional wrongdoing, recklessness and the bad faith or negligence of Impact Capital and its agents, servants or employees. The indemnity agreement in this paragraph shall, upon same terms and conditions, extend to and inure to the benefit of each person, if any, who may be deemed to control Impact Capital and to its officers, directors, partners, employees, agents or servants and shall survive the termination of Impact Capital's engagement hereunder. b.) Impact Capital agrees to indemnify and hold harmless the other party from Company and its agents, servants and employees against any claim arising from that party’s material breach of losses, claims, damages or liabilities, joint or several, for which the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim Company or its agents, servants and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, may directly or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) indirectly become liable in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance consultancy and advisory services that are governed by Abtech of this Agreement; provided. howeverFurthermore, that Abtech Impact Capital shall reimburse any legal or other expenses reasonably incurred by the Company and its agents, servants and employees in connection with investigating or defending against any loss, claim, damage or liability or any action in respect thereof. Notwithstanding anything to the contrary contained herein, Impact Capital shall not be responsible liable hereunder for injury attributable any loss, claim, damage or liability resulted from intentional wrongdoing, recklessness and the bad faith or negligence of the Company and its agents, servants or employees. The indemnity agreement in this paragraph shall, upon same terms and conditions, extend to and inure to the acts or omissions benefit of Clienteach person, if any, who may be deemed to control the Company and to its parent, subsidiaries and affiliates, or the respective agents, shareholdersofficers, directors, officerspartners, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any agents or servants and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out shall survive the termination of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holdersCompany's engagement hereunder.

Mutual Indemnification. 8.1 Each party will defend, indemnify and hold harmless The Parties hereby agree as follows: a. To the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseextent permitted by law, the indemnifying party Issuer will pay any damages, costs, expenses (including reasonable legal fees) indemnify Jumpstart and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholdersstockholders, directors, officers, employees and employees controlling persons (within the meaning of any Section 15 of them the Securities Act or Section 20 of other subscription holders. 8.3 Client shall indemnify and hold Abtechthe Exchange Act) against all losses, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, expenses and causes liabilities, as the same are incurred (including the reasonable fees and expenses of action counsel), relating to personal injury, death, or property damage arising out of its activities hereunder or pursuant to this engagement letter, except to the intentional extent that any losses, claims, damages, expenses or negligent acts liabilities (or omissions actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of Client law to have resulted primarily and directly from Jumpstart’s willful misconduct or gross negligence in performing the performance services described herein. b. Promptly after receipt by Jumpstart of notice of any claim or nonperformance the commencement of any action or proceeding with respect to which Jumpstart is entitled to indemnity hereunder, Jumpstart will notify the Issuer in writing of such claim or of the commencement of such action or proceeding, and the Issuer will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to Jumpstart and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, Jumpstart will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for Jumpstart reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Issuer and Jumpstart. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Client the Issuer, in addition to local counsel. The Issuer will have the exclusive right to settle the claim or proceeding provided that the Issuer will not settle any such claim, action or proceeding without the prior written consent of Jumpstart, which will not be unreasonably withheld. c. The Issuer agrees to notify Jumpstart promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement; providedengagement letter. d. If for any reason the foregoing indemnity is unavailable to Jumpstart or insufficient to hold Jumpstart harmless, then the Issuer shall contribute to the amount paid or payable by Jumpstart as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Issuer on the one hand and Jumpstart on the other, but also the relative fault of the Issuer on the one hand and Jumpstart on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. howeverThe amounts paid or payable by a party in respect of losses, that Client claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, Jumpstart’s share of the liability hereunder shall not be responsible for injury attributable to in excess of the acts or omissions amount of Abtech, its parent, subsidiaries and affiliatesfees actually received, or the respective agents and employees to be received, by Jumpstart under this engagement letter (excluding any amounts received as reimbursement of any of them or of other subscription holdersexpenses incurred by Jumpstart).

Mutual Indemnification. 8.1 Each party will defend(a) Company hereby agrees to forever and for all time indemnify, indemnify defend and hold harmless the other party from any claim arising from that party’s material breach Nino and each of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim Nino Affiliates and the ability to control its defensetheir respective heirs, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholdersstockholders, directors, officers, employees, partners, executors, administrators, and employees assigns, harmless from and against all liability, loss, costs, suits, claims, damages, expenses, judgments, awards, and settlements as well as attorneys' fees and expenses, personal or otherwise, whether in tort or in contract, law or equity, that it may incur by reason of or arising out of any claim made by any third party, with respect to Nino's employment by the Company in any capacity, provided that such actions were done in good faith and within the scope of them Nino's employment. Indemnification shall include all costs, including actual attorneys' fees and expenses reasonably incurred in pursuing indemnity claims under or enforcement of other subscription holdersthis Agreement. Company further agrees to continue to indemnify Nino in his continued capacity as Vice Chairman and member of the Board of Directors. 8.3 Client shall indemnify (b) Nino hereby agrees to forever and for all time indemnify, defend and hold Abtechthe Company, and Abtech’s shareholdersits stockholders, directors, officers, and employees, advisors, agents, partners, service providers and affiliate and their respective successors and assigns (together, the "Company Releasors"), harmless from and against any and all liability, loss, costs, suits, claims, liabilities, losses, damages, expenses, judgments, awards, and causes settlements as well as attorneys' fees and expenses, personal or otherwise, whether in tort or in contract, law or equity, that it may incur by reason of action relating to personal injury, death, or property damage arising out of any claim made by any third party, with respect to any willful misconduct, gross negligence or unlawful actions taken by Nino directly and independent of any willful misconduct, gross negligence or unlawful action taken by Company during his employment and within the intentional scope of his employment with the Company provided that the Company acted in good faith. Indemnification shall include all costs, including actual attorneys' fees and expenses reasonably incurred in pursuing indemnity claims under or negligent acts or omissions of Client in the performance or nonperformance by Client enforcement of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.

Mutual Indemnification. 8.1 Each party CONSULTANT, its officers, its employees, and its agents will defend, indemnify and hold harmless the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any damages, costs, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) incur no liability in connection with the claimconduct of COMPANY prior to the effective date of this Agreement. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach Accordingly, COMPANY shall and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hereby does indemnify, hold Clientharmless, and the respective employees agrees to defend CONSULTANT and its officers, employees, and agents of any of them, harmless from and against any and all third party claims, obligations, demands, causes of action, losses, liabilities, lossesdamages, damages costs and causes of action relating to personal injuryexpenses, death or property damage including reasonable attorney’s fees (collectively “Claims) arising out of or connected with the intentional or grossly negligent acts or omissions conduct of Abtech in COMPANY prior to the performance or nonperformance by Abtech effective date of this Agreement; provided. howeverCONSULTANT shall not, by entering into this Agreement and performing hereunder, assume or become liable for any of existing or future Claims made against COMPANY. COMPANY shall and hereby does indemnify, hold harmless, and agrees to defend CONSULTANT, its officers, employees, and agents, from and against any Claims arising out of or connected with the negligence or fault of COMPANY, its employees, agents, contractors or COMPANY’s performance of its obligations hereunder. If any Claim shall arise hereunder CONSULTANT shall give prompt written notice of such Claim to COMPANY, except that Abtech any delay or failure of notice shall not be responsible for injury attributable relieve COMPANY of the obligations hereunder except to the acts or omissions of Clientextent such delay has materially prejudiced COMPANY. Likewise, COMPANY, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees of any of them or of other subscription holders. 8.3 Client shall indemnify and hold Abtechits employees, and Abtech’s shareholdersits agents will incur no liability in connection with the conduct of CONSULTANT prior to the effective date of this Agreement. Accordingly, directorsCONSULTANT shall and hereby does indemnify, hold harmless, and agrees to defend COMPANY and its officers, and employees, harmless and agents from and against any and all claims, obligations, demands, causes of action, losses, liabilities, losses, damages, costs and causes of action relating to personal injuryexpenses, death, or property damage including reasonable attorney’s fees (collectively “Claims) arising out of or connected with the intentional or negligent acts or omissions conduct of Client in CONSULTANT prior to the performance or nonperformance by Client effective date of this Agreement; provided. howeverCOMPANY shall not, by entering into this Agreement and performing hereunder, assume or become liable for any of existing or future Claims made against CONSULTANT. CONSULTANT shall and hereby does indemnify, hold harmless, and agrees to defend COMPANY, its officers, employees, and agents, from and against any Claims arising out of or connected with the negligence or fault of CONSULTANT, its employees, agents, contractors or CONSULTANT’s performance of its obligations hereunder. If any Claim shall arise hereunder COMPANY shall give prompt written notice of such Claim to CONSULTANT, except that Client any delay or failure of notice shall not be responsible for injury attributable relieve CONSULTANT of the obligations hereunder except to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holdersextent such delay has materially prejudiced CONSULTANT.

Mutual Indemnification. 8.1 Each party will defendExcept to the extent of Tenant’s comparative negligence or willful misconduct, indemnify Tenant shall indemnify, protect, defend and hold harmless the other party Project, Landlord and its principals, members, managers and Landlord’s master and ground lessor, partners, and lenders, from and against any claim arising from that party’s material breach and all claims, loss of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defense, the indemnifying party will pay any rents and/or damages, costsliens, judgments, penalties, attorneys’ and consultants’ fees, expenses (including reasonable legal fees) and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result and/or liabilities arising from third party Intellectual Property resold actions (collectively, “Claims”) arising out of, involving, or in connection with, the use of the Premises by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client Tenant or Tenant’s employees, agents, contractors, representatives, licensees, or invitees. If any action or proceeding is bound brought against Landlord by the terms reason of any agreement between Client of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech Landlord shall indemnify cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be defended or indemnified. Except to the extent of Tenant’s comparative negligence or willful misconduct, Landlord shall indemnify, protect, defend and hold Clientharmless the Premises, and the respective Tenant, its officers, directors, employees and agents of any of them, harmless (“Lessee Parties”) from and against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage Claims arising out of, involving, or in connection with Landlord’s ownership and operation of the intentional Project. If any action or grossly negligent acts proceeding is brought against Tenant or omissions of Abtech in the performance or nonperformance a Lessee Party by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholders, directors, officers, and employees reason of any of them the foregoing matters, Landlord shall upon notice defend the same at Landlord’s expense by counsel reasonably satisfactory to Tenant (unless counsel is selected by an applicable insurance carrier) and Tenant shall cooperate with Landlord in such defense. Tenant need not have first paid any such claim in order to be defended or of other subscription holders. 8.3 Client shall indemnify and hold Abtech, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, and causes of action relating to personal injury, death, or property damage arising out of the intentional or negligent acts or omissions of Client in the performance or nonperformance by Client of this Agreement; provided. however, that Client shall not be responsible for injury attributable to the acts or omissions of Abtech, its parent, subsidiaries and affiliates, or the respective agents and employees of any of them or of other subscription holders.indemnified..

Mutual Indemnification. 8.1 Each party will defend, indemnify and hold harmless The Parties hereby agree as follows: a. To the other party from any claim arising from that party’s material breach of the non-infringement warranty described in Section 6 above. If given prompt notice of such a claim and the ability to control its defenseextent permitted by law, the indemnifying party Issuer will pay any damages, costs, expenses (including reasonable legal fees) indemnify Jumpstart and settlements entered into with its approval in satisfaction of the claim. Each party will cooperate with the other party in any such proceedings. Neither party is obligated to indemnify the other with respect to claims resulting from any modifications to Intellectual Property by employees and consultants of the party seeking indemnification. If indemnifying party does not defend the claim in a timely manner, the indemnified party shall have the full rights to defend, pay, or settle such claim on indemnifying party’s behalf and indemnifying party shall pay any judgment or settlement of the claim and reimburse indemnified party for its costs and expenses (including, but not limited to reasonable attorneys’ fees and other legal fees) in connection with the claim. Should this breach result from third party Intellectual Property resold by Abtech to Client then Client agrees that as per Section 5.4 Abtech cannot be reasonably in breach and therefore Client is bound by the terms of any agreement between Client and manufacturer regarding Intellectual Property indemnification and claims. 8.2 Abtech shall indemnify and hold Client, and the respective employees and agents of any of them, harmless against any and all third party claims, liabilities, losses, damages and causes of action relating to personal injury, death or property damage arising out of the intentional or grossly negligent acts or omissions of Abtech in the performance or nonperformance by Abtech of this Agreement; provided. however, that Abtech shall not be responsible for injury attributable to the acts or omissions of Client, its parent, subsidiaries and affiliates, or the respective agents, shareholdersstockholders, directors, officers, employees and employees controlling persons (within the meaning of any Section 15 of them the Securities Act or Section 20 of other subscription holders. 8.3 Client shall indemnify and hold Abtechthe Exchange Act) against all losses, and Abtech’s shareholders, directors, officers, and employees, harmless against any and all claims, liabilities, losses, damages, expenses and causes liabilities, as the same are incurred (including the reasonable fees and expenses of action counsel), relating to personal injury, death, or property damage arising out of its activities hereunder or pursuant to this engagement letter, except to the intentional extent that any losses, claims, damages, expenses or negligent acts liabilities (or omissions actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of Client law to have resulted primarily and directly from Jumpstart's willful misconduct or gross negligence in performing the performance services described herein. b. Promptly after receipt by Jumpstart of notice of any claim or nonperformance the commencement of any action or proceeding with respect to which Jumpstart is entitled to indemnity hereunder, Jumpstart will notify the Issuer in writing of such claim or of the commencement of such action or proceeding, and the Issuer will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to Jumpstart and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, Jumpstart will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for Jumpstart reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Issuer and Jumpstart. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Client the Issuer, in addition to local counsel. The Issuer will have the exclusive right to settle the claim or proceeding provided that the Issuer will not settle any such claim, action or proceeding without the prior written consent of Jumpstart, which will not be unreasonably withheld. c. The Issuer agrees to notify Jumpstart promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement; providedengagement letter. d. If for any reason the foregoing indemnity is unavailable to Jumpstart or insufficient to hold Jumpstart harmless, then the Issuer shall contribute to the amount paid or payable by Jumpstart as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Issue r on the one hand and Jumpstart on the other, but also the relative fault of the Issuer on the one hand and Jumpstart on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. howeverThe amounts paid or payable by a party in respect of losses, that Client claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, Jumpstart's share of the liability hereunder shall not be responsible for injury attributable to in excess of the acts or omissions amount of Abtech, its parent, subsidiaries and affiliatesfees actually received, or the respective agents and employees to be received, by Jumps tart under this engagement letter (excluding any amounts received as reimbursement of any of them or of other subscription holdersexpenses incurred by Jumpstart).