Common use of Representations Warranties and Disclaimers Clause in Contracts

Representations Warranties and Disclaimers. Each Party represents and warrants as of the Effective Date that it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free of any restrictions or encumbrances. Recipient understands and acknowledges that the CUSL Materials are experimental in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties of any kind, express or implied, with respect thereto, and CUSL hereby expressly disclaims the applicability of any express or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives . Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisions

Representations Warranties and Disclaimers. Each Party represents and warrants as of the Effective Date that it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free of any restrictions or encumbrances. Recipient understands and acknowledges that the CUSL Materials are experimental in nature and may have unknown characteristics. All the CUSL Materials CUSLl materials are being provided on an “as as-is” basis with no warranties of any kind, express or implied, with respect thereto, and the CUSL hereby expressly disclaims the applicability of any express or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. The CUSL cannot be held liable if the CUSL Materials materials cannot offer the needed quality to conduct the Researchresearch. Recipient understands and acknowledges that the CUSL cannot insure the quantity of the CUSL Materials needed for the Research. The CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will the CUSL have any liability or responsibility for, and Recipient shall indemnify and hold the CUSL and its Affiliates harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives and/or other personnel control having access to the CUSL Materials and/or Derivatives. Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____() as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisions

Representations Warranties and Disclaimers. Each Party Sponsor hereby represents and warrants as of the Effective Date to Imagitas that it Sponsor has the authority and is appropriately authorized full power to enter into this Agreement Agreement; that all corporate actions and approvals have been taken which are necessary to perform its obligations under make this Agreement free a binding and enforceable obligation of Sponsor; and that Sponsor's execution, delivery and performance of this Agreement is not in conflict with, and will not cause an event of default under, any agreement or instrument to which Sponsor is bound. Sponsor further represents and warrants that any materials or data that Sponsor provides to Imagitas for inclusion in the advertising space purchased by Sponsor shall be material that Sponsor has the full right to publish/include and have published/included in the MG, and Imagitas' publishing of such material shall not constitute an infringement of any restrictions other party's personal or encumbrancesproprietary rights, including, but not limited to, any rights under patent, copyright and trademark laws and any rights of privacy or publicity. Recipient understands and acknowledges that No materials provided by Sponsor for inclusion in the CUSL Materials are experimental MG shall be in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties violation of any kindlaw, rule or regulation. To the extent that any Sponsor materials are factual in nature, such materials will be factually accurate; to the extent that Sponsor makes any promises or representations in its materials, Sponsor will fully perform such promises and representations. Imagitas hereby represents and warrants to Sponsor that Imagitas has the full power to enter into this Agreement; that all corporate actions and approvals have been taken which are necessary to make this Agreement a binding and enforceable obligation of Imagitas; that by entering into this Agreement Imagitas is not in default of any obligation to any third party; and that Imagitas' execution, delivery and performance of this Agreement is not in conflict with, and will not cause an event of default under any agreement or instrument to which Imagitas is bound. Imagitas further represents and warrants that it has an agreement with the USPS pursuant to which Imagitas has the right to administer the MG program as set forth in this Agreement. Unless otherwise explicitly stated in this Agreement, Imagitas disclaims all warranties, whether express or implied, written or oral, with respect theretoto any goods or services to be provided hereunder or any component or part thereof, and CUSL hereby expressly disclaims the applicability including any implied warranty of any express merchantability or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives . Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisionspurpose.

Representations Warranties and Disclaimers. Each Party Sponsor hereby represents and warrants as of the Effective Date to Imagitas that it Sponsor has the authority and is appropriately authorized full power to enter into this Agreement Agreement; that all corporate actions and approvals have been taken which are necessary to perform its obligations under make this Agreement free as binding and enforceable obligation of Sponsor; and that Sponsor's execution, delivery and performance of this Agreement is not in conflict with, and will not cause an event of default under any agreement or instrument to which Sponsor is bound. Sponsor further represents and warrants that any materials or data that Sponsor provides to Imagitas for inclusion it the advertising space purchased by Sponsor shall be material that Sponsor has the full right to publish/include and have published/included in the WK, and Imagitas' publishing of such material shall not constitute an infringement of any restrictions other party's personal or encumbrancespropriety rights, including, but not limited to, any rights under patent, copyright and trademark laws and any rights of privacy or publicity. Recipient understands and acknowledges that No materials provided by Sponsor for inclusion in the CUSL Materials are experimental WK shall be in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties violation of any kindlaw, rule or regulation. To the extent that any Sponsor materials are factual in nature, such materials will be factually accurate; to the extent that Sponsor makes any promises or representations in its materials, Sponsor will fully perform such promises and representations. Imagitas hereby represents and warrants to Sponsor that Imagitas has the full power to enter into this Agreement; that all corporate actions and approvals have been taken which are necessary to make this Agreement a binding and enforceable obligation of Imagitas,; that by entering into this Agreement Imagitas is not in default of any obligation to any third party; and that Imagitas' execution, delivery and performance of this Agreement is not in conflict with and will not cause an event of default under any agreement or instrument to which Imagitas is bound. Imagitas further represents and warrants that it has an agreement with the USPS pursuant to which Imagitas has the right to administer the WK program as set forth in this Agreement. Unless otherwise explicitly stated in this Agreement, Imagitas disclaims all warranties, whether express or implied, written or oral, with respect theretoin any goods or services to be provided hereunder or any component or part thereof, and CUSL hereby expressly disclaims the applicability of including any express implied warranty or implied warranties of merchantability, merchantability or fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives . Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisionspurpose.

Representations Warranties and Disclaimers. Each Party represents and warrants as of the Effective Date that it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free of any restrictions or encumbrances. Recipient understands and acknowledges that the CUSL Materials are experimental in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties of any kind, express or implied, with respect thereto, and CUSL hereby expressly disclaims the applicability of any express or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives Representatives. Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisions