Common use of Warranty and Indemnification Clause in Contracts

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Writer hereby represents and warrants as follows: Writer is free to enter into this Agreement and no rights of any third parties are or will be violated by Writer entering into or performing this Agreement. Writer is not subject to any conflicting obligation or any disability, and Writer has not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Writer sums due hereunder.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Writer Lender hereby represents and warrants as follows: Writer Lender is free to enter into this Agreement and no rights of any third parties are or will be violated by Writer Lender entering into or performing this Agreement. Lender and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer has have not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer does do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Writer Lender sums due hereunder.

Warranty and Indemnification. Subject to Article 28 (a) Dreyer's will indemnify Integrated Brands from any claim or damages, including reasonable attorneys' fees and costs, arising out of the WGA Minimum Basic Agreementa non-compliant Product not manufactured by Integrated Brands or its Affiliates; provided, Writer hereby represents and warrants as follows: Writer is free to enter into this Agreement and no rights however, that Integrated Brands gives Dreyer's immediate written notice of any third parties are loss or will be violated by Writer entering into or performing this Agreement. Writer is not subject to any conflicting obligation or any disability, claim and Writer has not made and shall not hereafter make any agreement cooperates fully with any third party, which could interfere with the rights granted to Company hereunder or the full performance of WriterDreyer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Companyhandling of such claims. (b) Integrated Brands, but shall apply to at its own expense, will at all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall times indemnify and hold harmless Company (Dreyer's and its affiliated companies, successors, assigns, Affiliates and the their respective directors, officers, employees, employees and agents, and representatives of its Customers and upon request will defend the foregoing) from any damagesame against all actions, lossproceedings, liabilityclaims, costdemands, penaltylosses, guild fee suits, outlays, damages, judgments, penalties or award, or expense expenses and liabilities of any kind (or nature, including attorneyreasonable legal fees and other costs, that may be assessed against Dreyer's fees (hereinafter “Liability”) or its Customers or which Dreyer's or its Customers may incur directly or indirectly in connection with or arising out ofof defects in the storage and delivery to Customers of the Products. (c) Integrated Brands shall give Dreyer's prompt notice of any claim or suit coming within the scope of the indemnity under Section 16(b). Upon the written request of an indemnitee, resulting from, based upon or incurred because the indemnitor will assume the defense of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action against such indemnitee and will upon the request of the indemnitee, allow the indemnitee to participate in the defense thereof, such participation to be at the expense of the indemnitee. Settlement by the indemnitee without the indemnitor's prior written consent shall promptly notify release the other party thereof. The pendency of such indemnitor from the indemnity as to the claim, demand, or action so settled. Termination of this Agreement shall not release Company affect the continuing obligations of its obligation to pay Writer sums due each of the parties as indemnitors hereunder. (d) THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (e) Nothing contained herein shall preclude a party hereto from seeking injunctive relief or specific performance.

Warranty and Indemnification. Subject to Article 28 (a) Dreyer's will indemnify Integrated Brands from any claim or damages, including reasonable attorneys' fees and costs, arising out of the WGA Minimum Basic Agreementa non-compliant Product not manufactured by Integrated Brands or its Affiliates; provided, Writer hereby represents and warrants as follows: Writer is free to enter into this Agreement and no rights however, that Integrated Brands gives Dreyer's immediate written notice of any third parties are loss or will be violated by Writer entering into or performing this Agreement. Writer is not subject to any conflicting obligation or any disability, claim and Writer has not made and shall not hereafter make any agreement cooperates fully with any third party, which could interfere with the rights granted to Company hereunder or the full performance of WriterDreyer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Companyhandling of such claims. (b) Integrated Brands, but shall apply to at its own expense, will at all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall times indemnify and hold harmless Company (Dreyer's and its affiliated companies, successors, assigns, Affiliates and the their respective directors, officers, employees, employees and agents, and representatives of its Customers and upon request will defend the foregoing) from any damagesame against all actions, lossproceedings, liabilityclaims, costdemands, penaltylosses, guild fee suits, outlays, damages, judgments, penalties or award, or expense expenses and liabilities of any kind (or nature, including attorneyreasonable legal fees and other costs, that may be assessed against Dreyer's fees (hereinafter “Liability”) or its Customers or which Dreyer's or its Customers may incur directly or indirectly in connection with or arising out ofof defects in the storage and delivery to Customers of the Products. (c) Dreyer's shall give Integrated Brands prompt notice of any claim or suit coming within the scope of the indemnity under Section 17(b). Upon the written request of an indemnitee, resulting from, based upon or incurred because the indemnitor will assume the defense of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action against such indemnitee and will upon the request of the indemnitee, allow the indemnitee to participate in the defense thereof, such participation to be at the expense of the indemnitee. Settlement by the indemnitee without the indemnitor's prior written consent shall promptly notify release the other party thereof. The pendency of such indemnitor from the indemnity as to the claim, demand, or action so settled. Termination of this Agreement shall not release Company affect the continuing obligations of its obligation to pay Writer sums due each of the parties as indemnitors hereunder. (d) THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (e) Either party shall be entitled to seek injunctive relief or specific performance.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Writer hereby 8.1 Foundation represents and warrants as follows: Writer is free that (a) it has the right to enter into this Agreement and no to assign all of its right, title and interest in and to the Patents to BRT, (b) it owns all right, title and interest in and to the Patents free and clear of any and all liens, security interests, claims and other encumbrances and (c) neither Foundation nor University has received any notice, written or oral, and neither Foundation nor University otherwise has any knowledge that, the Patents infringe, or that any Entity claims that the Patents infringe, the intellectual property rights of any third parties are Entity; provided, however, that, with respect to (c) above, no representation or warranty is made with respect to any University employee other than Dr. Axxx Xxxxx and persons working under his direct or indirect supervision. University of Utah 8.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT FOUNDATION HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FOUNDATION BE HELD RESPONSIBLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF PATENTS, EVEN IF FOUNDATION IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 8.3 Nothing in this Agreement shall be construed as: a. a warranty or representation by Foundation as to the validity or scope of any Patents; b. a warranty or representation by Foundation that anything made, used, sold or otherwise disposed of pursuant to any rights granted under this Agreement is or will be violated free from infringement of intellectual property rights of third parties; c. an obligation by Writer entering into Foundation to bring or performing this Agreement. Writer is not subject to prosecute actions or suits against third parties for patent infringement; d. conferring by implication, estoppel or otherwise any conflicting obligation license or rights under any disabilitypatents of Foundation other than the Patents. 8.4 BRT shall indemnify, hold harmless and Writer has not made defend Foundation, the University and shall not hereafter make their respective officers, employees and agents, against any agreement with any third partyand all claims, which could interfere with suits, losses, damages, costs, liabilities, fees and expenses (including reasonable fees of attorneys) resulting from or arising out of : (a) exercise of the rights granted to Company hereunder BRT under this Agreement; (b) any act, error, or the full performance omission of Writer's obligation and services hereunder. All BRT, its agents, employees, Affiliates, or Sublicensees; or (c) use, commercialization, or enforcement of the Work (Patents. Foundation shall give BRT timely notice of any claim or suit instituted of which Foundation has knowledge, and Foundation shall have the Property, if any) shall be wholly original with Writer and none right at its own expense to participate in the defense of the same has been or same. 8.5 Foundation is a government entity and is subject to the Utah Governmental Immunity Act, Section 63-30d-101 et seq., Utah Code Axx. (1997 and Supp. 2005), as amended (the “Act”). Subject to the Act, Foundation shall be copied from or based upon any other work unless assigned in this contract. The reproductionindemnify, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall indemnify defend and hold harmless Company (and BRT, its affiliated companies, successors, assigns, and the directors, officers, employeesagents and employees against any and all claims, agentssuits, losses, damages, costs, liabilities, fees and representatives expenses (including reasonable fees of the foregoingattorneys) resulting from any damage, loss, liability, cost, penalty, guild fee or award, or expense negligent acts by Foundationpursuant to this Agreement. Nothing in this Agreement shall be construed as a waiver of any kind (rights or defenses applicable to Foundation under the Act, including attorney's fees (hereinafter “Liability”) arising out ofwithout limitation, resulting fromthe provisions of Section 63-30d-604 regarding limitation of judgments. 8.6 Notwithstanding any provision in this Agreement to the contrary, based upon or incurred because of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action Foundation’s aggregate liability under this Agreement shall not release Company exceed the aggregate amounts received by Foundation from BRT, its Affiliates, Licensees and Sublicensees pursuant to Section 4 (Payments and Fees) hereunder from and after the Effective Date. University of its obligation to pay Writer sums due hereunder.Utah Technology Commercialization Office

Warranty and Indemnification. Subject to Article 28 of You hereby warrant and represent that: (a) You are the WGA Minimum Basic Agreement, Writer hereby represents publisher and warrants as follows: Writer is free you have the authority to enter into this Agreement and no approve the grant of rights granted by this Agreement and those rights do not infringe the copyright (neither economic nor moral rights) or other proprietary rights of any third parties other person or organization; (b) Where you are no longer entitled to licence the Rights in any of your works, you will advise JAMCOPY in writing of the details of the transfer/ assignment/ reversion to any other person or will be violated organization or of becoming aware that you are no longer entitled to authorize the licensing of those Rights; and (c) Where you have notified JAMCOPY of payment splits for the works covered by Writer entering into or performing this Agreement, the information supplied is correct; (d) All the information you have provided is true and you acknowledge that JAMCOPY is relying on representations, written and oral, made by you in its licensing activities; (e) You undertake to notify JAMCOPY of any changes relevant to this Agreement, including where you have notified JAMCOPY of any payment splits, you will inform JAMCOPY of any changes to those payment splits; (f) JAMCOPY may enforce the Rights that are administered and licensed on your behalf. Writer is not subject You will provide JAMCOPY with all necessary or reasonable assistance; (g) You agree to indemnify JAMCOPY in full against any conflicting obligation liability from any proven claims made against JAMCOPY resulting in any loss by JAMCOPY caused, in whole or in part, by any disability, and Writer has not made and shall not hereafter make any agreement with any third party, breach or misrepresentation by you as to the extent to which could interfere you own or control the Rights in the works covered by this Agreement or your failure to advise JAMCOPY that you are no longer entitled to deal with the rights granted to Company hereunder or Rights; (h) The warranties and indemnities given in this section extend for the full performance of Writer's obligation and services hereunder. All benefit of the Work Licensees; (and the Property, if anyi) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or Failure to enforce any of the provisions of this Agreement or any rights herein granted with respect thereto shall not defame any person in no way be considered to be a waiver of such provisions or entity nor violate any copyright or right of privacy or publicityrights, or in any other right way affect the validity of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Writer sums due hereunder.

Warranty and Indemnification. Subject 10.1 To its knowledge, AzTE has the right to Article 28 of grant the WGA Minimum Basic Agreementlicenses hereunder. NEITHER AZTE, Writer hereby represents ASU, ARIZONA STATE UNIVERSITY, THE ARIZONA BOARD OF REGENTS, THE ASU FOUNDATION, THE STATE OF ARIZONA NOR ANY OF THEIR RESPECTIVE REGENTS, DIRECTORS, FELLOWS, OFFICERS, EMPLOYEES OR AGENTS (INDIVIDUALLY AND COLLECTIVELY “AZTE PARTY” AND “AZTE PARTIES”), MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, REGARDING THE LICENSED SUBJECT MATTER OR THE USE THEREOF, AND ALL AZTE PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY SUBJECT MATTER HEREUNDER OR USE THEREOF, AND NO AZTE PARTY ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE DESIGN, DEVELOPMENT, MANUFACTURE, USE, SALE OR OTHER DISPOSITION BY LICENSEE, AFFILIATE, OR SUBLICENSEES OF LICENSED PRODUCTS. Licensee has not relied on any oral or written statements or any other materials provided by any AzTE Party (including, without limitation, any researchers or faculty members) in connection with this Agreement and warrants as follows: Writer is free that the decision to enter into this Agreement and no rights is based solely on Licensee’s independent due diligence. 10.2 No AzTE Party shall have any liability or obligation in respect of any infringement of any patent or other right of third parties are due to Licensee’s, or will its Affiliate’s or Sublicensee’s activities under the license granted. LICENSEE, AFFILIATES, DESIGNEES, AND SUBLICENSEES ASSUME THE ENTIRE RISK AS TO PERFORMANCE OR DISPOSITION OF LICENSED PRODUCTS OR USE OF THE LICENSED SUBJECT MATTER. In no event shall any AzTE Party be violated responsible or liable for any direct, indirect, special, incidental, or consequential damages or lost profits or other economic loss or damage with respect to Licensed Products regardless of the legal theory. The limitations on liability contained in this Article apply even though one or more AzTE Parties may have been advised of the possibility of such damage. 10.3 Licensee hereby agrees to indemnify, defend, save and hold each and all AzTE Parties harmless from and against any claims, demands, or actions asserted by Writer entering into any other person or performing this Agreemententity alleging or seeking recovery or other relief for any liability, cost, fee, expense, loss, or damage arising or resulting from the use of Licensed Subject Matter or Licensed Products by Licensee, its customers or end-users, its Designees or their customers or end-users, or its Sublicensees or their customers or end-users, however the same may arise. Writer is not subject Licensee shall not, and shall require that its Affiliates, Designees, and Sublicensees not, make any statements, representations or warranties whatsoever to any conflicting obligation person or any disability, and Writer has not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibitionentity, or accept any use thereof liabilities or any of the rights herein granted shall not defame responsibilities whatsoever from any person or entity nor violate that, as to any copyright AzTE Party, are inconsistent with any disclaimer or right of privacy or publicity, or any other right of any person or entity. The warranty limitation included in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Writer sums due hereunderSection 10.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Writer hereby 10.1 Licensee represents and warrants as follows: Writer that the Founders have duly and validly assigned all of their respective right, title and interest in the Licensed Patents to ASU and/or VA. AzTE warrants and represents that ASU is free the owner of the Licensed Patents, subject to enter into this Agreement and no the rights of Prolexys under the Prolexys Research Agreement, any third parties are interests or will be violated encumbrances created by Writer entering into or performing this Agreement. Writer is not subject to the Founders, any conflicting obligation or any disabilityinterests of the United States Veteran’s Administration, and Writer the possible government interest described above. Subject to the foregoing, AzTE warrants and represents that it has not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Writer's obligation right and services power, to grant the licenses hereunder. All NEITHER AZTE, ASU NOR ITS REGENTS, FELLOWS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY FOR THE PURPOSES OF THIS SECTION 10, “ASU”), MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, REGARDING THE LICENSED SUBJECT MATTER OR THE USE THEREOF, AND ALL SUCH PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY SUBJECT MATTER HEREUNDER OR USE THEREOF, AND NO SUCH PARTY ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE DESIGN, DEVELOPMENT, MANUFACTURE, USE, SALE OR OTHER DISPOSITION BY LICENSEE, AFFILIATES, OR SUBLICENSEES OF LICENSED PRODUCTS. 10.2 Neither AzTE nor ASU shall have any liability or obligation in respect of the Work (and the Property, if any) shall be wholly original with Writer and none any infringement of the same has been any patent or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of third parties due to Licensee’s, or its Affiliate’s or Sublicensee’s activities under the license granted. LICENSEE, AFFILIATES AND SUBLICENSEES ASSUME THE ENTIRE RISK AS TO PERFORMANCE OR DISPOSITION OF LICENSED PRODUCTS OR USE OF THE LICENSED SUBJECT MATTER. In no event shall AzTE or ASU be responsible or liable for any person direct, indirect, special, incidental, or entityconsequential damages or lost profits or other economic loss or damage with respect to Licensed Products regardless of the legal theory. The warranty limitations on liability contained in this subparagraph shall not Article apply to any material as furnished to Writer by Company (unless such furnished material was written even though AzTE or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer ASU may add thereto. Writer is sole owner have been advised of the Property together with the title thereof and all rights granted (or purported possibility of such damage. 10.3 Licensee hereby agrees to be granted) to Company hereunderindemnify, and no rights in the Property have been granted to others or impaired by Writerdefend, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall indemnify save and hold harmless Company (and AzTE, its affiliated companies, successors, assigns, and the directors, officers, employees, and agents, ASU, the ASU Foundation, and their respective regents, directors, officers, employees and agents, and representatives the State of the foregoing) Arizona, harmless from and against any damagethird party claims, lossdemands, or actions alleging or seeking recovery or other relief for any liability, cost, penaltyfee, guild fee or awardexpense, loss, or expense damage arising or resulting from the use of Licensed Subject Matter or Licensed Products by Licensee, its customers or end-users or its Sublicensees or their customers or end-users, however the same may arise. Licensee shall not, and shall require that its Affiliates and Sublicensees not, make any kind (including attorney's fees (hereinafter “Liability”) arising out ofstatements, resulting from, based upon representations or incurred because of a breach by Writer of warranties whatsoever to any agreement, representationperson or entity, or warranty made by Writer hereunder. The party receiving notice of such claimaccept any liabilities or responsibilities whatsoever from any person or entity that, demand as to AzTE or action shall promptly notify the other party thereof. The pendency of such claimASU, demand, are inconsistent with any disclaimer or action shall not release Company of its obligation to pay Writer sums due hereunderlimitation included in this Section 10.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Writer hereby (a) ATI represents and warrants as follows: Writer is that board Products shall be free from defects in material and workmanship under normal use and service for a period of two (2) years from when first sold. to enter into this Agreement an end user. ATI represents and warrants that component (ASIC) Products shall be free from defects in material and workmanship under normal use and service for a period of one (1) year from when first sold to an end user. An end user shall be deemed to have bought the Product no rights of any third parties are or will be violated by Writer entering into or performing this Agreement. Writer is not subject to any conflicting obligation or any disability, and Writer has not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Writer's obligation and services hereunder. All later than ninety (90) days after shipment of the Work (and Product to the PropertyPurchaser. Notwithstanding the forgoing, if anythe Product sold by ATI to Purchaser is a component (ASIC) Product, ATI shall only be wholly original with Writer and none liable under the foregoing warranty if a defect can be proven in respect of such Product. ATI's entire obligation under this warranty is limited, at its sole option, to the repair or replacement of the same has been or shall Product within the foregoing warranty period. Such Product must be copied from or based upon any other work unless assigned returned to ATI in this contractaccordance with ATI's standard RMA procedure. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The This warranty in this subparagraph shall not apply to any material as furnished Product which has been repaired or altered, except by ATI, or to Writer any Product which has been subject to misuse or accident. (b) ATI shall defend, indemnify and hold Purchaser harmless against any and all assertions, claims, suits, actions or proceedings (collectively, "Claims") brought against Purchaser based on a Claim that any Product or the manufacture, use, sale or distribution of any Product purchased by Company Purchaser hereunder constitutes an infringement of any patent, copyright, trademark, trade secret or other intellectual property right of any third party in the US, Canada, European Union or Japan. ATI shall pay all damages and costs incurred by or awarded against Purchaser related to or resulting from such Claims. If Purchaser is enjoined, or it appears likely to ATI that Purchaser may be enjoined, from using, selling or distributing any Product purchased by Purchaser hereunder, ATI shall, at its own expense and option, either (unless i) procure the right for Purchaser and Purchaser's customers to use, sell and distribute such furnished material was written Product; (ii) replace the infringing Products with non-infringing products that have substantially the same quality and performance; or created by Writer (iii) modify any infringing Product so it becomes non-infringing, but having substantially the same quality and performance; or originally furnished to Company by Writer(iv) if none of the actions described in (i), (ii) or material inserted (iii) is commercially feasible, as determined by ATI in its discretion, terminate this Agreement immediately and authorize Purchaser to return the Work infringing Product in its inventory and credit to Purchaser the full purchase price paid by CompanyPurchaser. The foregoing states ATI's total liability and obligation for such Claims. ATI shall have sole control and authority with respect to the defense, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (settlement or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know compromise of any pending or threatened claim or litigation Claim covered by this section. Purchaser shall provide prompt written notice of such a Claim and reasonable assistance and cooperation in connection with ATI's defense, settlement or compromise thereof. Notwithstanding the Property or the rights herein granted. Writer foregoing, ATI shall indemnify and hold harmless Company (and its affiliated companies, successors, assignshave no liability for any Claim which Purchaser has not promptly notified ATI of in writing, and the directors, officers, employees, agents, and representatives for: (A) Any infringement based upon use of Products in combination with any materials not furnished directly by ATI; (B) Damages attributable to continued sales after Purchaser first receives notice of the foregoingalleged infringement; (C) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, Any infringement based upon a modification or incurred because change to the Products not first authorized by ATI in writing; (D) Use of its Products in a breach by Writer manner for which they were not designed or not according to their Specifications; (E) Use of any agreement, representation, or warranty an earlier version of the Products when a later version has been made by Writer hereunder. The party receiving notice available to Purchaser and use of such claim, demand later version would have avoided the infringement; and (F) Any infringement arising from ATI's compliance with any unique specifications or action shall promptly notify the other party thereof. The pendency of such claim, demand, design requirements provided or action shall not release Company of its obligation requested by Purchaser: (G) Any infringement relating to pay Writer sums due hereunderany MPEG or MPEG 2 technology.