Common use of PRODUCT LIABILITY AND INDEMNIFICATION Clause in Contracts

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller's reasonable instructions; and Xxxxxx agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, (b) Seller hereby agrees to severally indemnify, defend and hold harmless Buyer, and its respective affiliates, directors and officers (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against, and accepts responsibility for. any claim, demand, cause of action, liability, loss, damage, cost or expense whatsoever (collectively, a "Claim"), including without (imitation reasonable attorneys' fees, costs of settlement and any product recalls, which arise directly or indirectly out of or is in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of whether such Claim arises within or beyond any warranty period, (ii) personal injuries or property damage in the nature of product liability, (iii) any failure of the product to conform to the representations of Seller set forth herein or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required to recall from Buyer's customers or others any articles furnished hereunder or any end product employing any such articles as a part or component thereof and to repair, replace or refund the purchase price of such articles or end products, at the Buyer's option, provided that such recall and such repair, replacement or refund is based upon a defect whether of design or manufacture in the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's articles shall not be the sole cause for such action by Xxxxx, the Buyer shall apportion its costs, damages and expenses in such manner as It shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of Buyer.

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller Supplier assumes entire responsibility for the safety of all products it supplies hereunder articles supplied to Buyer under the Purchase Order when such articles are used for their intended purposes and in accordance with Seller's reasonable instructions; warnings and Xxxxxx agrees to instructions supplied by Supplier. Supplier shall take all reasonable steps to directly warn users of any dangers associated with products. Seller's indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, articles. (b) Seller hereby agrees to severally Supplier accepts responsibility for, and shall defend, indemnify, defend and hold harmless Buyer, Buyer and its respective affiliates, successors, directors and officers (individually, an "“Indemnified Party" ” and collectively, the "“Indemnified Parties"”) from and against, any and accepts responsibility for. any claimall claims, demanddemands, cause causes of action, liabilitylawsuits, lossjudgments, damagedecrees, cost or expense whatsoever liabilities, losses, damages, costs and expenses (collectively, a "Claim"“Claims”), including including, without (imitation reasonable limitation, any attorneys' ’ fees, amounts paid in settlement of Claims, and the costs of settlement and any product recallsrecall or other corrective action taken with respect to any of the articles supplied under the Purchaser Order, which arise directly or indirectly out of from or is are in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of articles, whether or not such Claim arises within or beyond any warranty period, (ii) the use or operation of any article supplied under the Purchase Order, (iii) any personal injuries injury or property damage in the nature of product liability, (iiiiv) any failure of the product articles to conform to the representations of Seller Supplier as set forth herein in the Purchase Terms or otherwise made in writing by Seller Supplier in connection with the sale and or delivery of the productsarticles, (v) any failure by Supplier to comply with any applicable law, (vi) any breach by Supplier of any of the Purchase Terms, and (ivvii) any actions action or inactions inaction of SellerSupplier, its employees, agents or subcontractors; provided, but excluding claims however, that Claims arising solely out of from the improper installation, use or maintenance of the products articles by BuyerBuyer shall be excluded from the scope of Supplier’s obligations under this subparagraph. This indemnity shall survive termination of this Agreement the Purchase Order and shall be in addition to all other indemnities made by Seller. Seller further agrees Supplier or other remedies available to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, Parties. (c) Seller Supplier shall indemnify and hold Buyer harmless against any and all damages damages, costs and expenses incurred or suffered by Buyer as a result of (i) any recall by Buyer being required to recall from Buyer's or any of its customers or others of any articles furnished hereunder under the Purchase Order or any end product employing sold by Buyer that employs or incorporates any such articles article as a part or component thereof and to repairthereof, replace (ii) any repair or refund the purchase price replacement by Buyer or any of its customer of any such articles or end products, at and (ii) any refund by Buyer or any of its customers of the purchase price paid by Buyer's option’s customers or end users for any such articles or end products; provided, provided however, that any such recall and such recall, repair, replacement or refund is based upon a defect defect, whether of design design, manufacture, materials or manufacture warnings, in the articles furnished by Seller, Supplier or the failure of such articles to conform to any standard to which such articles are required to conform by law to conformor under the Purchase Terms, any applicable industry standard, or the failure of the articles to conform to any specification or standard to which it is Buyer ordered the article (an “Applicable Standard”), which creates a reasonable possibility of injury to persons or property. In the event that Seller's the articles shall supplied by Supplier are not be the sole cause for any such action by XxxxxBuyer, the Buyer shall apportion its costs, damages and expenses in such manner as It it shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, with Supplier or seek Seller's Supplier’s concurrence in, the reporting for any report submitted by Buyer to any administrative or regulatory agency or body, or for the communication to any such agency or body of any information which Buyer obtains indicating that the articles furnished by Seller either Supplier fail to conform to any standard required by law, Applicable Standard or constitute or create of create, either themselves or within when incorporated in or employed with the end product products of which they are a part or component, a situation requiring a report or notice to such agency or body or a recall or notice as defined by the applicable lawother corrective action. Seller Supplier hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless to any such error agency or omission is attributable body. (d) Supplier shall pay all costs and expenses, including but not limited to attorneys’ fees, which may be incurred by any of the willful misconduct Indemnified Parties in connection with enforcing any of Buyerthe foregoing indemnity provisions.

PRODUCT LIABILITY AND INDEMNIFICATION. 11.1 Indemnity by DOW - XXX xxxxl indemnify and hold API and its AFFILIATES and their respective agents, directors, officers and employees harmless from and against any and all liabilities, claims, demands, damages, costs, expenses or money judgments (including reasonable attorneys' fees and expenses) incurred by or rendered against any of them for personal injury, sickness, disease or death or property damage which directly arise out of: (a) Seller assumes entire responsibility for the safety intentional misconduct or negligence of all products it supplies hereunder DOW; or (b) the breach by DOW of its representations, warranties or covenants contained in this License; or (c) any activity carried out with AGENT or PRODUCT by DOW other than through API and its AFFILIATES under this License or other written agreements between the Parties; 37 38 provided, however, that API shall give DOW notice in writing in accord with Article 16 as soon as practicable of any such claim or lawsuit and shall permit DOW to Buyer when used for their intended purposes and in accordance with Sellerundertake the defense thereof at DOW's reasonable instructions; and Xxxxxx agrees to take reasonable steps to directly warn users of dangers associated with productsexpense. Seller's indemnification of Buyer includes However, (i) API will cooperate in such defense by providing access to witnesses and evidence available to it. API shall have the right to participate in any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except defense to the extent resulting solely from the improper use or maintenance of the product)that in its judgment, API may be prejudiced thereby; and (ii) any failure by Seller to comply with any applicable law, (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, (b) Seller hereby agrees to severally indemnify, defend and hold harmless Buyer, and its respective affiliates, directors and officers (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against, and accepts responsibility for. any claim, demand, cause of action, liability, loss, damage, cost or expense whatsoever (collectively, a "Claim"), including without (imitation reasonable attorneys' fees, costs of settlement and any product recalls, which arise directly or indirectly out of or is in any way associated with (i) a defect claim or suit in which API seeks indemnification by DOW, API shall not settle, offer to settle or admit liability or damages in any such claim or suit without the design, manufacture, materials or assembly prior written consent of the products regardless of whether such Claim arises within or beyond any warranty period, (ii) personal injuries or property damage in the nature of product liability, (iii) any failure of the product to conform to the representations of Seller set forth herein or otherwise made in writing DOW. 11.2 Indemnity by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller API - API shall indemnify and hold Buyer DOW and its AFFILIATES, and their respective agents, directors, officers, and employees harmless from and against any and all damages liabilities, claims, demands, damages, costs, expenses or money judgments (including reasonable attorneys' fees and expenses expenses) incurred by Buyer as a result or rendered against any of Buyer being required them for personal injury, sickness, disease or death or property damage which arise out of (i) the manufacturing, testing, use, promotion, sale or distribution of PRODUCT by API or its AFFILIATES, except for those instances provided in Article 11.1 for which DOW is obligated to recall from Buyer's customers indemnify API; or others (ii) the breach by API of any articles furnished hereunder of its representations, warranties or covenants contained in this License or any end product employing agreement contemplated by the terms of this License; and provided, however, that DOW shall give API notice in writing accord with Article 16 as soon as practicable of any such articles as a part claim or component lawsuit and shall permit API to undertake the defense thereof at API's expense. However, (i) DOW will cooperate in such defense by providing access to witnesses and evidence available to repairit. DOW shall have the right to participate in any defense to the extent that in its judgment, replace DOW may be prejudiced thereby; and (ii) In any claim or refund the purchase price of such articles or end productssuit in which DOW seeks indemnification by API, at the Buyer's option, provided that such recall and such repair, replacement or refund is based upon a defect whether of design or manufacture in the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's articles DOW shall not be settle, offer to settle or admit liability or damages in any such claim or suit without the sole cause for such action by Xxxxx, the Buyer shall apportion its costs, damages and expenses in such manner as It shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, prior written consent of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of BuyerAPI.

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller's reasonable instructions; and Xxxxxx agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure 10.1 Indemnity by Seller to comply with any applicable law, (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, (b) Seller hereby agrees to severally indemnify, defend and hold harmless Buyer, and its respective affiliates, directors and officers (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against, and accepts responsibility for. any claim, demand, cause of action, liability, loss, damage, cost or expense whatsoever (collectively, a "Claim"), including without (imitation reasonable attorneys' fees, costs of settlement and any product recalls, which arise directly or indirectly out of or is in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of whether such Claim arises within or beyond any warranty period, (ii) personal injuries or property damage in the nature of product liability, (iii) any failure of the product to conform to the representations of Seller set forth herein or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller DIVERSA - DIVERSA shall indemnify and hold Buyer the LLC, its agents, directors, officers, employees and Affiliates harmless from and against any and all damages liabilities, claims, demands, damages, costs, expenses or money judgments (including reasonable attorneys' fees and expenses expenses) incurred by Buyer or rendered against any of them for personal injury, sickness, disease or death or property damage which directly arise out of: (a) the intentional misconduct or negligence of DIVERSA; or (b) the breach by DIVERSA of its representations, warranties or agreements given in this LLC License; or (c) any activity carried out with Licensed Enzyme by DIVERSA other than through the LLC and its Affiliates under this LLC License or other written agreements between the Parties; provided, however, that the LLC shall give DIVERSA notice in writing in accord with Article XV as a result soon as practicable of Buyer being required any such claim or lawsuit and shall permit DIVERSA to recall undertake the defense thereof (including the right to settle the claim solely for monetary consideration) at DIVERSA's expense. However, (i) The LLC will cooperate in such defense by providing access to witnesses and evidence available to it. The LLC shall have the right to participate in any defense to the extent that in its judgment, the LLC may be prejudiced thereby; and (ii) in any claim or suit in which the LLC seeks indemnification by DIVERSA, the LLC shall not settle, offer to settle or admit liability or damages in any such claim or suit without the prior written consent of DIVERSA. 10.2 Indemnity by the LLC - the LLC shall defend, indemnify and hold DIVERSA and its Affiliates, and their respective agents, directors, officers, and employees harmless from Buyer's customers and against any and all losses, liabilities, claims, demands, damages, costs, expenses or others money judgments (including reasonable attorneys' fees and expenses) incurred by or rendered against any articles furnished hereunder of them for personal injury, sickness, disease or death or property damage which arise out of (i) the development, manufacturing, testing, handling, storage, use, promotion, sale or distribution of Licensed Products by the LLC or its Affiliates, except for those instances provided in Section 10.1 for which DIVERSA is obligated to indemnify the LLC; or (ii) the breach by the LLC of any of its representations, warranties or covenants contained in this LLC License or any end product employing agreement contemplated by the terms of this LLC License; or (iii) the intentional misconduct or gross negligence of the LLC; provided, however, that DIVERSA shall give the LLC notice in writing in accord with Article XV as soon as practicable of any such articles as a part claim or component lawsuit and shall permit the LLC to undertake the defense thereof and to repair, replace or refund the purchase price of such articles or end products, at the BuyerLLC's optionexpense. However, (i) DIVERSA will cooperate in such defense by providing access to witnesses and evidence available to it. DIVERSA shall have the right to participate in any defense to the extent that in its judgment, provided that DIVERSA may be prejudiced thereby; and (ii) In any claim or suit in which DIVERSA seeks indemnification by the LLC, DIVERSA shall not settle, offer to settle or admit liability or damages in any such recall and such repair, replacement claim or refund is based upon a defect whether of design or manufacture in suit without the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure prior written consent of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's articles shall not be the sole cause for such action by Xxxxx, the Buyer shall apportion its costs, damages and expenses in such manner as It shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of BuyerLLC.

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Warranties: Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller's reasonable instructions; and Xxxxxx agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's indemnification of Buyer includes warrants that: (i) any claim for damagesProduct(s) sold to Buyer pursuant to this Supply Agreement shall, injury or loss resulting at the date of delivery, be free from use or operation of any product supplied hereunder (except defective material and workmanship, conform to the extent resulting solely Specifications, contain no Latent Defects, satisfy current FDA requirements and be in compliance with applicable EU legal and regulatory requirements as may be amended from the improper use or maintenance of the product), time to time; (ii) any failure by Seller to comply with any applicable lawhas requisite know-how, required expertise, and experience regarding the Product; (iii) a breach the Product(s) do not infringe any patents, trademarks or other intellectual property or proprietary rights owned or controlled by Seller of any covenant or term of this Agreement third party; and (iv) any liability under no litigation or threatened litigation exists in connection with the Consumer Protection Act 1987Patent or the other intellectual property rights related to the Products. However, no representation is made by Seller, expressly or by implication, that the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards use of the articles provided and/or services performedProducts in Clinical Trials conducted by Buyer will not infringe such third party proprietary rights. SELLER MAKES NO OTHER WARRANTY, (b) Seller hereby agrees EXPRESS OR IMPLIED, CONCERNING THE PRODUCT, and, in particular, makes no warranty regarding the effectiveness of the Product once it has been mixed to severally indemnify, defend constitute a compound. Seller’s indemnification and hold harmless agreement for the benefit of Buyer: Seller shall defend, indemnify and hold Buyer, its Affiliates and its respective affiliatesthe officers, directors and officers (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") employees of each harmless from and againstagainst any and all claims, and accepts responsibility for. any claim, demand, cause of action, liabilitydemands, loss, damage, cost liabilities, settlement amounts, costs or expense expenses whatsoever (collectively, a "Claim"), including without (imitation reasonable attorneys' fees’ fees and costs) arising from any claim, action or proceeding made or brought against such party by a third party as a result of (a) non-conformity of the Product to the requirements of Section 7.l(i); (b) violation or infringement of third party intellectual property or other proprietary rights by the Product; (c) Seller’s intentional act or grave misconduct in performing its obligations herein; or (d) Seller’s breach of its obligations as detailed herein. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, CONCERNING THIS PROTECTION. Buyer’s indemnification and hold harmless agreement for the benefit of Seller: Buyer shall defend, indemnify and hold Seller, it’s Affiliates and the officers, directors and employees of each harmless from and against any and all claims, demands, loss, damage, liabilities, settlement amounts, costs or expenses whatsoever (including reasonable attorneys’ fees and costs) arising from any claim, action or proceeding made or brought against such party by a third party as a result of settlement and (a) Buyer’s breach of its obligations as detailed herein, (b) the use of the Product outside the Field, (c) any product recallsdamage caused by the use of the Product, which arise directly or indirectly out of or is in any way associated with (i) except for damage due to a defect in the designProduct caused, manufacturein whole or in part, materials or assembly from the manufacture of the products regardless Product, a default in the storage of whether the Product prior to delivery in accordance with Article 5, the nonconformity of the Product to the requirements of Section 7.l(i), or any other breach of this Supply Agreement by the Supplier, but including a defect of the product with which or into which the Product will be incorporated, mixed or associated, or (d) violation or infringement of third party intellectual property or other proprietary rights in connection with or resulting from the use of the Products by Buyer. BUYER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, CONCERNING THIS PROTECTION. Limitations: The foregoing indemnification and hold harmless undertakings shall be contingent on the observance of the following additional terms and conditions: The party claiming indemnification shall have given the indemnifying party prompt and timely notice of the facts and circumstances having given rise to such Claim arises within claim and shall reasonably co- operate with, inform and assist the latter party in this regard; The indemnifying party shall have sole control and authority with respect to the defence, settlement or beyond compromise of the claim against the indemnified party; provided, however, that the indemnifying party shall not agree to any warranty periodsettlement which would materially and adversely affect the business of the other party without the prior written consent of that party, which consent shall not be unreasonably withheld. Without derogating from the provisions of this Article 7 or any other Article in this Supply Agreement, if the Products are found, by a judgment delivered by a Court of first instance, to be infringing any third party intellectual property rights, or if Seller has grounds to believe that the Products are infringing any third party intellectual property rights, the Seller, at its sole expense, may, subject to the prior approval of the Buyer, either (i) replace or modify the affected Products so that they become non-infringing or (ii) personal injuries or property damage in procure the nature of product liability, (iii) any failure rights to allow Buyer to continue the allegedly infringing use of the product to conform to the representations of Seller set forth herein or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required to recall from Buyer's customers or others any articles furnished hereunder or any end product employing any such articles as a part or component thereof and to repair, replace or refund the purchase price of such articles or end products, at the Buyer's option, provided that such recall and such repair, replacement or refund is based upon a defect whether of design or manufacture in the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's articles shall not be the sole cause for such action by Xxxxx, the Buyer shall apportion its costs, damages and expenses in such manner as It shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of BuyerProducts.

PRODUCT LIABILITY AND INDEMNIFICATION. Nothing contained in this Agreement may be construed as: (a) Seller assumes entire responsibility for the safety of all products it supplies hereunder a warranty or representation by Licensor to Buyer when used for their intended purposes enable Licensee to produce and in accordance with Seller's reasonable instructions; and Xxxxxx agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's indemnification of Buyer includes (i) any claim for damages, injury manufacture Licensed Technology Products or loss resulting from use or operation Licensed Trademark Products of any product supplied hereunder (except to particular quality, standard, specification or the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, like; (b) Seller hereby a warranty or representation by Licensor that any manufacture, sale or use of the Licensed Technology Products or Licensed Trademark 12 Products under this Agreement will be free from infringement of patents, or other industrial and intellectual property rights of any parties other than Licensor; (c) conferring by implication, estoppel or otherwise upon License any license or other rights except the rights expressly granted under this Agreement to License; (d) a warranty or representation as to the validity of any Licensed Trademark or Licensed Patent held by Licensor; or (e) a warranty or representation as to the right of the Licensee to use Licensed Technology under this Agreement without infringement of any patents held by third parties. Licensee agrees to severally indemnify, defend indemnify Licensor and hold Licensor free and harmless Buyer, and its respective affiliates, directors and officers (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") from and againstagainst any demand, and accepts responsibility for. any claim, demand, cause of action, liabilitysuit or other proceedings which may be made or Instituted by any third party against Licensor and/or any parent, subsidiary or associated person, firm or company thereof regarding the Licensed Technology Products and Licensed Trademark Products manufactured and sold by Licensee including any alleged infringement of any intellectual property rights of any third party and from and against any and all loss, damage, cost damages, costs, charges and expenses arising, paid, incurred or expense whatsoever suffered by Licensor and/or any parent, subsidiary or associate person, firm or company thereof arising out of this Agreement (collectively, a "ClaimLosses"), including without (imitation reasonable attorneys' fees, costs of settlement and provided that any product recalls, which arise directly or indirectly out of or is in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of whether such Claim arises within or beyond any warranty period, (ii) personal injuries or property damage in the nature of product liability, (iii) any failure of the product to conform Losses apportioned to the representations invalidity of Seller set forth herein any Licensed Trademark or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required to recall from Buyer's customers or others any articles furnished hereunder or any end product employing any such articles as a part or component thereof and to repair, replace or refund the purchase price of such articles or end products, at the Buyer's option, provided that such recall and such repair, replacement or refund is based upon a defect whether of design or manufacture in the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's articles Licensed Patent shall not be indemnified, and provided for further clarity that any 13 such losses as to which Licensor is hold jointly and severally liable, calculated based upon the sole cause for such action by Xxxxxinfringement of Licensee, the Buyer shall apportion its costs, damages and expenses in such manner as It shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of Buyerindemnified.

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller Supplier assumes entire responsibility for the safety of all products it supplies hereunder articles supplied to Buyer under the Purchase Order when such articles are used for their intended purposes and in accordance with Seller's reasonable instructions; warnings and Xxxxxx agrees to instructions supplied by Supplier. Supplier shall take all reasonable steps to directly warn users of any dangers associated with products. Seller's indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, articles. (b) Seller hereby agrees to severally Supplier accepts responsibility for, and shall defend, indemnify, defend and hold harmless Buyer, Buyer and its respective affiliates, successors, directors and officers (individually, an "“Indemnified Party" ” and collectively, the "“Indemnified Parties"”) from and against, any and accepts responsibility for. any claimall claims, demanddemands, cause causes of action, liabilitylawsuits, lossjudgments, damagedecrees, cost or expense whatsoever liabilities, losses, damages, costs and expenses (collectively, a "Claim"“Claims”), including including, without (imitation reasonable limitation, any attorneys' ’ fees, amounts paid in settlement of Claims, and the costs of settlement and any product recallsrecall or other corrective action taken with respect to any of the articles supplied under the Purchaser Order, which arise directly or indirectly out of from or is are in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of articles, whether or not such Claim arises within or beyond any warranty period, (ii) the use or operation of any article supplied under the Purchase Order, (iii) any personal injuries injury or property damage in the nature of product liability, (iiiiv) any failure of the product articles to conform to the representations of Seller Supplier as set forth herein in the Purchase Terms or otherwise made in writing by Seller Supplier in connection with the sale and or delivery of the productsarticles, (v) any failure by Supplier to comply with any applicable law, (vi) any breach by Supplier of any of the Purchase Terms, and (ivvii) any actions action or inactions inaction of SellerSupplier, its employees, agents or subcontractors; provided, but excluding claims however, that Claims arising solely out of from the improper installation, use or maintenance of the products articles by BuyerBuyer shall be excluded from the scope of Supplier’s obligations under this subparagraph. This indemnity shall survive termination of this Agreement the Purchase Order and shall be in addition to all other indemnities made by Seller. Seller further agrees Supplier or other remedies available to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, Parties. (c) Seller Supplier shall indemnify and hold Buyer harmless against any and all damages damages, costs and expenses incurred or suffered by Buyer as a result of (i) any recall by Buyer being required to recall from Buyer's or any of its customers or others of any articles furnished hereunder under the Purchase Order or any end product employing sold by Buyer that employs or incorporates any such articles article as a part or component thereof and to repairthereof, replace (ii) any repair or refund the purchase price replacement by Buyer or any of its customer of any such articles or end products, at and (ii) any refund by Buyer or any of its customers of the purchase price paid by Buyer's option’s customers or end users for any such articles or end products; provided, provided however, that any such recall and such recall, repair, replacement or refund is based upon a defect defect, whether of design design, manufacture, materials or manufacture warnings, in the articles furnished by Seller, Supplier or the failure of such articles to conform to any standard to which such articles are required to conform by law to conformor under the Purchase Terms, any applicable industry standard, or the failure of the articles to conform to any specification or standard to which it is Buyer ordered the article (an “Applicable Standard”), which creates a reasonable possibility of injury to persons or property. In the event that Seller's the articles shall supplied by Supplier are not be the sole cause for any such action by Xxxxx, the Buyer shall apportion its costs, damages and expenses in such manner as It it shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, with Supplier or seek Seller's Supplier’s concurrence in, the reporting for any report submitted by Buyer to any administrative or regulatory agency or body, or for the communication to any such agency or body of any information which Buyer obtains indicating that the articles furnished by Seller either Supplier fail to conform to any standard required by law, Applicable Standard or constitute or create of create, either themselves or within when incorporated in or employed with the end product products of which they are a part or component, a situation requiring a report or notice to such agency or body or a recall or notice as defined by the applicable lawother corrective action. Seller Supplier hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless to any such error agency or omission is attributable body. (d) Supplier shall pay all costs and expenses, including but not limited to attorneys’ fees, which may be incurred by any of the willful misconduct Indemnified Parties in connection with enforcing any of Buyerthe foregoing indemnity provisions.