Common use of Warranty; Indemnification Clause in Contracts

Warranty; Indemnification. (1) HiveMQ warrants to the Licensee that the contractual use of the Licensed Product by the Licensee will not infringe any third-party rights. The warranty period, if applicable by law, is 1 (one) year from the statutory start of the limitation period. If a claim for damages is based on intent, gross negligence or injury to life, body or health or on the German Product Liability Act (ProdHaftG), the statutory warranty period shall apply. (2) In the case of a warranty breach, HiveMQ will – at its own discretion, which shall be exercised in such a way that the Licensee does not suffer any unacceptable disadvantages – at his own expense either obtain a right to use the Licensed Product according to the terms and conditions of this License Agreement for the Licensee or, in accordance with the agreed specifications, modify the Licensed Product that infringes rights in such a way that it no longer infringes any rights. (3) If claims are asserted against the Licensee by third parties due to a culpable breach of HiveMQ of its warranty obligations pursuant to the aforementioned subsection (1), HiveMQ shall indemnify the Licensee against such claims provided that the Licensee informs HiveMQ without delay upon receipt of the notification concerning the claim of a third party and gives HiveMQ a copy of every notification or other action that forms the basis for such a claim. If the Licensee breaches the aforesaid obligations, HiveMQ shall be relieved of its indemnification obligation to the extent that the possibility of defense and/or damage mitigation is materially impaired or prevented due to the Licensee's neglect. (4) HiveMQ will, in particular, not compensate the Licensee a) if the infringement claim is based on improper or unauthorised use of the Licensed Product or if the Licensee uses a version of the Licensed Product that has been replaced by a new version that has been made available to the Licensee insofar as the infringement claim could have been avoided by using an up-to-date version; b) for any amount of a settlement or compromise concerning a claim that has been agreed without the written approval of HiveMQ.

Warranty; Indemnification. (1a) HiveMQ PENUMBRA warrants to the Licensee that the contractual use Products, at the date of delivery to DISTRIBUTOR: (i) will meet the Licensed Product specifications set forth in catalog numbers referred to in Exhibit A; * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Licensee Securities and Exchange Commission. (ii) will not infringe be free from defects in design, manufacture, materials, and workmanship; (iii) will be of merchantable quality and fit for the purpose for which they are intended; and (iv) will comply with all applicable laws in effect in the place of manufacture and in Distribution Countries, provided however, that DISTRIBUTOR notifies PENUMBRA upon becoming aware of any laws in Distribution Countries which would have an adverse effect on the PENUMBRA warranty. PENUMBRA’S SOLE OBLIGATION UNDER THE FOREGOING WARRANTY SHALL BE, AT PENUMBRA’S SOLE ELECTION, TO EITHER REPLACE THE RELEVANT PRODUCT OR REFUND DISTRIBUTOR’S FULLY-LANDED PURCHASE PRICE FOR THE PRODUCT. (b) PENUMBRA shall, at its expense, indemnify, defend and hold DISTRIBUTOR, its subsidiaries and affiliates harmless against all costs and liabilities incurred in connection with any third-party rightsclaim, action, suit, or proceeding alleging bodily injury (including death) or damage to personal property to the extent such claim arises out of or relates to any breach of a warranty made by PENUMBRA regarding the Products or any negligent or reckless act or omission or willful misconduct by PENUMBRA or any of its employees or agents. The warranty periodDISTRIBUTOR agrees to give PENUMBRA prompt written notice of any such claim, if applicable by lawaction, is 1 (one) year from the statutory start suit or proceeding of the limitation periodwhich DISTRIBUTOR becomes aware and PENUMBRA shall have absolute control of any defense in such matter. If a claim for damages is based on intentPENUMBRA shall keep DISTRIBUTOR regularly informed regarding such action, gross negligence or injury to life, body or health or on the German Product Liability Act (ProdHaftG), the statutory warranty period shall applyincluding providing DISTRIBUTOR with copies of legal filings pertaining thereto. (2c) In the case DISTRIBUTOR shall, at its expense, indemnify, defend and hold PENUMBRA harmless against all costs and liabilities incurred in connection with any third-party claim, action, suit, or proceeding arising out of any negligent or reckless act or omission or willful misconduct by DISTRIBUTOR or any of its employees or any improper use, negligent repair or alteration of a warranty breachProduct by DISTRIBUTOR. PENUMBRA agrees to give DISTRIBUTOR prompt written notice of any such claim, HiveMQ will – at its own discretionaction, suit or proceeding of which PENUMBRA becomes aware and DISTRIBUTOR shall be exercised have absolute control of any defense in such a way that the Licensee does not suffer any unacceptable disadvantages – at his own expense either obtain a right to use the Licensed Product according to the terms and conditions matter. DISTRIBUTOR shall keep PENUMBRA regularly informed regarding such action, including providing PENUMBRA with copies of this License Agreement for the Licensee or, in accordance with the agreed specifications, modify the Licensed Product that infringes rights in such a way that it no longer infringes any rightslegal filings pertaining thereto. (3) If claims are asserted against the Licensee by third parties due to a culpable breach of HiveMQ of its warranty obligations pursuant to the aforementioned subsection (1), HiveMQ shall indemnify the Licensee against such claims provided that the Licensee informs HiveMQ without delay upon receipt of the notification concerning the claim of a third party and gives HiveMQ a copy of every notification or other action that forms the basis for such a claim. If the Licensee breaches the aforesaid obligations, HiveMQ shall be relieved of its indemnification obligation to the extent that the possibility of defense and/or damage mitigation is materially impaired or prevented due to the Licensee's neglect. (4) HiveMQ will, in particular, not compensate the Licensee a) if the infringement claim is based on improper or unauthorised use of the Licensed Product or if the Licensee uses a version of the Licensed Product that has been replaced by a new version that has been made available to the Licensee insofar as the infringement claim could have been avoided by using an up-to-date version; b) for any amount of a settlement or compromise concerning a claim that has been agreed without the written approval of HiveMQ.

Warranty; Indemnification. (1) HiveMQ 9.1 CleanFutures warrants it has the right to convey the Licensee licenses and other rights and privileges granted by this Agreement or contemplated thereby, that may be necessary in order to effectuate the contractual transactions referenced herein. 9.2 CleanFutures warrants that, as of the Effective Date of this Agreement, it has no knowledge of any potential claim from a third party charging infringement of a patent or other intellectual property of any third party from the use of any Cleanfutures Patents, CleanFutures Technology, or any activity of CleanFutures. 9.3 CleanFutures warrants that it has obtained an agreement with Xxxxxxxx Xxxxxxx where he has assigned his intellectual property and other assignments necessary to allow CleanFutures to perform under this Agreement, and to permit Echo to use the CleanFutures Patents and CleanFutures Technology as contemplated under this Agreement. 9.4 CleanFutures agrees to defend at its expense and hold harmless Echo from all loss or damage by reason of any and all actions or proceedings charging infringement, whether rightfully or wrongfully brought, of any patent by reason of manufacture, use, sale, offer for sale, or import of any Licensed Product Product, or other product or component by Echo incorporating the Licensee will not infringe CleanFutures Patents, and/or CleanFutures Technology or any third-party rightsother transaction as contemplated under this Agreement. The warranty periodEcho agrees to notify CleanFutures in writing of all such actions or proceedings and, if applicable by law, is 1 (one) year from at the statutory start expense of Cleanfutures and to assist CleanFutures in the defense of the limitation periodaction or proceeding. If the manufacture, use, offer for sale, sale or import of such CleanFutures Technology is enjoined as a result of such action or proceeding, CleanFutures will indemnify Echo for any and all losses or damages sustained by reason of obeying such injunction. Echo agrees that in the event of such actions or proceedings that CleanFutures will have the option to seek mediation or arbitration for such matter(s), at the sole discretion of Echo. 9.5 If a claim or claims of any patent licensed hereunder or Clean Futures Patent shall be held invalid, unenforceable, or cancelled by a court or administrative agency from whose decision no appeal is taken or no appeal or other proceeding for damages review can be taken (hereinafter a “final judgment”), or such patent must be modified to materially reduce the scope and protection provided by such patent and/or then such claim or claims shall, subsequent to the date of the final judgment, or date of patent modification, be treated as invalid, unenforceable, or cancelled and no royalties shall be due under clauses 3 or 5 of this Agreement for sales thereafter of products covered solely by such claims. For the avoidance of doubt: this section does not release either Party from their obligation to pay royalties under this Agreement. 9.6 If a claim or claims of any patent licensed hereunder shall be held noninfringed by a third party’s products in a final judgment of a court or administrative agency, then subsequent to the date of the final judgment, either Party shall have no obligation to pay royalties hereunder to the other Party on related products manufactured, used, sold, offered for sale or imported by the Party not holding the patent at issue which do not infringe such patent. 9.7 CleanFutures warrants that, as of the Effective Date of this Agreement, it has no knowledge of any facts or circumstances that could give rise to any claim from a third party alleging ownership or misappropriation of any CleanFutures Patent and/or CleanFutures Technology. 9.8 CleanFutures warrants that, as of the Effective Date of this Agreement, and within the CC Exclusive Licensed Field, it and its licensees have not granted any rights under CleanFutures Technology and/or CleanFutures Patents. In addition, CleanFutures warrants that, as of the Effective Date of this Agreement, CleanFutures is under no obligation with any third party prohibiting the disclosure of CleanFutures Technology to Echo. 9.9 CleanFutures agrees that with respect to any patent which may later issue, it will not assert against Echo, or its vendees, any claims for infringement based on intentthe manufacture, gross negligence use, sale, offer for sale or injury to life, body import of any apparatus made or health or on sold by Echo under the German Product Liability Act (ProdHaftG), the statutory warranty period shall apply. (2) In the case of a warranty breach, HiveMQ will – at its own discretion, license granted in this Agreement and upon which shall be exercised in such a way that the Licensee does not suffer any unacceptable disadvantages – at his own expense either obtain a right to use the Licensed Product according to the terms and conditions of this License Agreement for the Licensee or, royalty has been paid in accordance with the agreed specifications, modify the Licensed Product that infringes rights in such a way that it no longer infringes any rightsprovisions of this Agreement. (3) If claims are asserted against 9.10 CleanFutures warrants that, during the Licensee by third parties due to a culpable breach of HiveMQ of its warranty obligations pursuant License Period, all necessary actions, including but not limited to the aforementioned subsection (1)execution of any necessary documents, HiveMQ shall indemnify will be taken to ensure the Licensee against such claims provided that the Licensee informs HiveMQ without delay upon receipt enforceability of the notification concerning the claim of a third party all patent rights contemplated under this Agreement and gives HiveMQ a copy of every notification or other action that forms the basis for such a claim. If the Licensee breaches the aforesaid obligations, HiveMQ shall be relieved of its indemnification obligation to the extent that the possibility of defense and/or damage mitigation is materially impaired or prevented due to the Licensee's neglectany related agreements. (4) HiveMQ will, in particular, not compensate the Licensee a) if the infringement claim is based on improper or unauthorised use of the Licensed Product or if the Licensee uses a version of the Licensed Product that has been replaced by a new version that has been made available to the Licensee insofar as the infringement claim could have been avoided by using an up-to-date version; b) for any amount of a settlement or compromise concerning a claim that has been agreed without the written approval of HiveMQ.

Warranty; Indemnification. (1) HiveMQ 9.1 CleanFutures warrants it has the right to convey the Licensee licenses and other rights and privileges granted by this Agreement or contemplated thereby, that may be necessary in order to effectuate the contractual transactions referenced herein. 9.2 CleanFutures warrants that, as of the Effective Date of this Agreement, it has no knowledge of any potential claim from a third party charging infringement of a patent or other intellectual property of any third party from the use of any Cleanfutures Patents, CleanFutures Technology, or any activity of CleanFutures. 9.3 CleanFutures warrants that it has obtained an agreement with Jxxxxxxx Xxxxxxx where he has assigned his intellectual property and other assignments necessary to allow CleanFutures to perform under this Agreement, and to permit Echo to use the CleanFutures Patents and CleanFutures Technology as contemplated under this Agreement. 9.4 CleanFutures agrees to defend at its expense and hold harmless Echo from all loss or damage by reason of any and all actions or proceedings charging infringement, whether rightfully or wrongfully brought, of any patent by reason of manufacture, use, sale, offer for sale, or import of any Licensed Product Product, or other product or component by Echo incorporating the Licensee will not infringe CleanFutures Patents, and/or CleanFutures Technology or any third-party rightsother transaction as contemplated under this Agreement. The warranty periodEcho agrees to notify CleanFutures in writing of all such actions or proceedings and, if applicable by law, is 1 (one) year from at the statutory start expense of Cleanfutures and to assist CleanFutures in the defense of the limitation periodaction or proceeding. If the manufacture, use, offer for sale, sale or import of such CleanFutures Technology is enjoined as a result of such action or proceeding, CleanFutures will indemnify Echo for any and all losses or damages sustained by reason of obeying such injunction. Echo agrees that in the event of such actions or proceedings that CleanFutures will have the option to seek mediation or arbitration for such matter(s), at the sole discretion of Echo. 9.5 If a claim or claims of any patent licensed hereunder or Clean Futures Patent shall be held invalid, unenforceable, or cancelled by a court or administrative agency from whose decision no appeal is taken or no appeal or other proceeding for damages review can be taken (hereinafter a “final judgment”), or such patent must be modified to materially reduce the scope and protection provided by such patent and/or then such claim or claims shall, subsequent to the date of the final judgment, or date of patent modification, be treated as invalid, unenforceable, or cancelled and no royalties shall be due under clauses 3 or 5 of this Agreement for sales thereafter of products covered solely by such claims. For the avoidance of doubt: this section does not release either Party from their obligation to pay royalties under this Agreement. 9.6 If a claim or claims of any patent licensed hereunder shall be held noninfringed by a third party’s products in a final judgment of a court or administrative agency, then subsequent to the date of the final judgment, either Party shall have no obligation to pay royalties hereunder to the other Party on related products manufactured, used, sold, offered for sale or imported by the Party not holding the patent at issue which do not infringe such patent. 9.7 CleanFutures warrants that, as of the Effective Date of this Agreement, it has no knowledge of any facts or circumstances that could give rise to any claim from a third party alleging ownership or misappropriation of any CleanFutures Patent and/or CleanFutures Technology. 9.8 CleanFutures warrants that, as of the Effective Date of this Agreement, and within the CC Exclusive Licensed Field, it and its licensees have not granted any rights under CleanFutures Technology and/or CleanFutures Patents. In addition, CleanFutures warrants that, as of the Effective Date of this Agreement, CleanFutures is under no obligation with any third party prohibiting the disclosure of CleanFutures Technology to Echo. 9.9 CleanFutures agrees that with respect to any patent which may later issue, it will not assert against Echo, or its vendees, any claims for infringement based on intentthe manufacture, gross negligence use, sale, offer for sale or injury to life, body import of any apparatus made or health or on sold by Echo under the German Product Liability Act (ProdHaftG), the statutory warranty period shall apply. (2) In the case of a warranty breach, HiveMQ will – at its own discretion, license granted in this Agreement and upon which shall be exercised in such a way that the Licensee does not suffer any unacceptable disadvantages – at his own expense either obtain a right to use the Licensed Product according to the terms and conditions of this License Agreement for the Licensee or, royalty has been paid in accordance with the agreed specifications, modify the Licensed Product that infringes rights in such a way that it no longer infringes any rightsprovisions of this Agreement. (3) If claims are asserted against 9.10 CleanFutures warrants that, during the Licensee by third parties due to a culpable breach of HiveMQ of its warranty obligations pursuant License Period, all necessary actions, including but not limited to the aforementioned subsection (1)execution of any necessary documents, HiveMQ shall indemnify will be taken to ensure the Licensee against such claims provided that the Licensee informs HiveMQ without delay upon receipt enforceability of the notification concerning the claim of a third party all patent rights contemplated under this Agreement and gives HiveMQ a copy of every notification or other action that forms the basis for such a claim. If the Licensee breaches the aforesaid obligations, HiveMQ shall be relieved of its indemnification obligation to the extent that the possibility of defense and/or damage mitigation is materially impaired or prevented due to the Licensee's neglectany related agreements. (4) HiveMQ will, in particular, not compensate the Licensee a) if the infringement claim is based on improper or unauthorised use of the Licensed Product or if the Licensee uses a version of the Licensed Product that has been replaced by a new version that has been made available to the Licensee insofar as the infringement claim could have been avoided by using an up-to-date version; b) for any amount of a settlement or compromise concerning a claim that has been agreed without the written approval of HiveMQ.