Common use of WARRANTY, LIABILITY AND INDEMNIFICATION Clause in Contracts

WARRANTY, LIABILITY AND INDEMNIFICATION. 16.01 OCD hereby warrants that: (a) the VETTEST slides delivered to IDEXX shall be in compliance with Schedule 1, and (b) OCD shall pack and ship products under this Agreement in a manner consistent with OCD’s usual practices, which shall be sufficient to protect the products from damage during normal shipping and handling. 16.02 In the event of a breach on the part of OCD of Section 16.01 above, OCD’s liability shall be limited to the replacement of the VETTEST slides or tips found to be defective, including shipping costs for return of defective slides or tips and delivery of replacement slides or tips. 16.03 OCD’s liability as stated in Section 16.02 shall be subject to the following conditions: (a) IDEXX shall notify OCD promptly of any noncompliance contrary to Section 16.01(a) or damage contrary to Section 16.01(b). (b) IDEXX and its transferees shall not alter or modify the VETTEST slides or packaging of the VETTEST slides or tips without prior approval of OCD. 16.04 Except as provided in this Section 16 there are no other warranties, express or implied, including warranties for fitness for any particular use or of merchantability. 16.05 Subject to Section 15, IDEXX shall indemnify and hold harmless OCD from and against any claim, loss, damage, or expense (including attorney’s fees) with respect to any physical injury to persons, animals or property arising out of or in connection with IDEXX’s use or sale of any Analyzer or the VETTEST slides, and any claim of infringement of any trademark (except OCD’s own trademark), trade dress, trade secret, or copyright. IDEXX shall notify OCD (a) at the commencement of any action or suit based on any such claim and (b) in the event of any injunction or other order prohibiting the sale or use of any Analyzer or VETTEST slide. 16.06 Any party claiming indemnification under this Agreement (the “Indemnitee”) shall notify the party from which indemnification is claimed (the “Indemnifying Party”) in writing promptly upon becoming aware of any claim to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of the Indemnifying Party’s indemnity obligations hereunder if, and only to the extent that, the Indemnifying Party is materially damaged thereby. The Indemnifying Party shall have the right to assume and control the defense of the claim at its own expense. If the right to assume and have sole control of the defense is exercised, the Indemnitee shall have the right to participate in, but not to control, such defense at its own expense. If the Indemnifying Party does not assume the defense of the claim, the Indemnitee may defend the claim at the Indemnifying Party’s expense. The Indemnitee will not settle or compromise the claim without the prior written consent of the Indemnifying Party. The Indemnifying Party will not, without the consent of the Indemnitee (which consent will not be unreasonably withheld), settle or compromise the claim in any manner which would have an adverse effect on the Indemnitee, unless (x) prior to such settlement or compromise the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and the Indemnitee is furnished with security reasonably satisfactory to it that the Indemnifying Party can in fact pay such amount, (y) such settlement or compromise includes a full release of such claim against the Indemnitee and (z) such settlement or compromise provides for no relief or remedy other than money damages. The Indemnitee shall reasonably cooperate with the Indemnifying Party and will make available to the Indemnifying Party all pertinent information under the control of the Indemnitee.

WARRANTY, LIABILITY AND INDEMNIFICATION. 16.01 OCD hereby warrants that: (a) the VETTEST slides delivered to IDEXX shall be in compliance with Schedule 1SCHEDULE 4, and (b) OCD shall pack the packaging of the VETTEST slides and ship products under this Agreement in a manner consistent with OCD’s usual practices, which tips shall be sufficient to protect the products from damage during normal shipping and handlingundamaged at delivery. 16.02 In the event of a breach on the part of OCD of Section sub-Clause 16.01 above, OCD’s 's liability shall be limited to the replacement of the VETTEST slides or tips found to be defective, including shipping costs for return of defective slides or tips and delivery of replacement slides or tips. 16.03 OCD’s 's liability as stated in Section sub-Clause 16.02 shall be subject to the following conditions: (a) IDEXX shall notify OCD promptly of any noncompliance contrary to Section sub-Clause 16.01(a) or damage contrary to Section sub-Clause 16.01(b). (b) IDEXX and its transferees shall not alter or modify the VETTEST slides or packaging of the VETTEST slides or tips without prior approval of OCD. 16.04 Except as provided in this Section Clause 16 there are no other warranties, express or implied, including warranties for fitness for any particular use or of merchantability. 16.05 Subject to Section Clause 15, IDEXX shall indemnify hereby indemnifies and hold holds harmless OCD from and any against any claim, loss, damage, or expense (including attorney’s 's fees) with respect to any physical injury to persons, animals or property arising out of or in connection with IDEXX’s 's use or sale of any Analyzer the VETTEST analyzer or the VETTEST slides, and including any claim of claimed infringement of any trademark (except OCD’s 's own trademark), trade dress, trade secret, or copyright, and IDEXX shall assume the 16 defense of any action or suit brought against OCD and the disposition of such action or suit. IDEXX shall notify OCD (a) at the commencement of any such action or suit based on any such claim and (b) in the event of any injunction or other order prohibiting adverse judgment which prevents the sale or use of the VETTEST analyzer or the VETTEST slides. In addition, IDEXX shall obtain advance written approval of OCD prior to entering into any Analyzer settlement of any such action or VETTEST slide. 16.06 Any party claiming indemnification suit which limits OCD's rights under this Agreement (the “Indemnitee”) shall notify the party from which indemnification is claimed (the “Indemnifying Party”) in writing promptly upon becoming aware of any claim to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of the Indemnifying Party’s indemnity obligations hereunder if, and only to the extent that, the Indemnifying Party is materially damaged thereby. The Indemnifying Party shall have the right to assume and control the defense of the claim at its own expense. If the right to assume and have sole control of the defense is exercised, the Indemnitee shall have the right to participate in, but not to control, such defense at its own expense. If the Indemnifying Party does not assume the defense of the claim, the Indemnitee may defend the claim at the Indemnifying Party’s expense. The Indemnitee will not settle or compromise the claim without the prior written consent of the Indemnifying Party. The Indemnifying Party will not, without the consent of the Indemnitee (which consent will not be unreasonably withheld), settle or compromise the claim in any manner which would have an adverse effect on the Indemnitee, unless (x) prior to such settlement or compromise the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and the Indemnitee is furnished with security reasonably satisfactory to it that the Indemnifying Party can in fact pay such amount, (y) such settlement or compromise includes a full release of such claim against the Indemnitee and (z) such settlement or compromise provides for no relief or remedy other than money damages. The Indemnitee shall reasonably cooperate with the Indemnifying Party and will make available to the Indemnifying Party all pertinent information under the control of the IndemniteeAgreement.

WARRANTY, LIABILITY AND INDEMNIFICATION. 16.01 OCD hereby warrants that: (a) XXXXXX PROVIDES THE LICENSED MATERIAL FREE OF CHARGE AND THEREFORE “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE LICENSED MATERIAL AND ITS RESPECTIVE FUNCTIONALITY IN THE LICENSED MATERIAL CONSTITUTE MERELY TECHNICAL INFORMATION AND ARE NEITHER A GUARANTEE NOR A WARRANTY. XXXXXX IS NOT AWARE THAT THE LICENSED MATERIAL VIOLATES ANY THIRD PARTY RIGHTS IF USED IN ACCORDANCE WITH THE LICENSE. FURTHERMORE, XXXXXX DOES NOT WARRANT THAT THE LICENSED MATERIAL IS FAIL-SAFE, FAULT- TOLERANT, ERROR-FREE OR THAT ANY DATA TRANSMITTED THROUGH THE LICENSED MATERIAL OR A CUSTOMIZATION WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. Xxxxxx disclaims all liability for all damages of any kind irrespective of the VETTEST slides delivered to IDEXX shall be legal ground in compliance with Schedule 1, and (b) OCD shall pack and ship products under this Agreement in a manner consistent with OCD’s usual practices, which shall be sufficient to protect the products from damage during normal shipping and handling. 16.02 In the event of a breach on the part of OCD of Section 16.01 above, OCD’s liability shall be limited relation to the replacement Licensed Material. However, nothing in this License shall exclude or limit Xxxxxx’ liability in case of the VETTEST slides death or tips found to be defective, including shipping costs for return of defective slides or tips and delivery of replacement slides or tips. 16.03 OCD’s liability as stated in Section 16.02 shall be subject to the following conditions: (a) IDEXX shall notify OCD promptly personal injury of any noncompliance contrary to Section 16.01(a) person, or damage contrary to Section 16.01(b). (b) IDEXX and its transferees shall not alter in case of our willful misconduct, gross negligence, fraud or modify the VETTEST slides or packaging fraudulent misrepresentation. Any limitations of the VETTEST slides or tips without prior approval of OCD. 16.04 Except as provided liability set forth in this Section 16 there are no License shall also apply for the benefit of Xxxxxx’ subcontractors, employees, directors, agents or any other warrantiesperson acting for Xxxxxx. You agree to indemnify, express or implieddefend, including warranties for fitness for any particular use or of merchantability. 16.05 Subject to Section 15, IDEXX shall indemnify and hold Xxxxxx harmless OCD from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from or arising out of any violation of this License by you or any other person you provided with the Licensed Material, regardless of your knowledge, including any claim, proceeding, action, fine, loss, damage, or expense (including attorney’s fees) with respect to any physical injury to persons, animals or property cost and damages arising out of or in connection relating to any non-compliance with IDEXX’s use or sale of any Analyzer or the VETTEST slides, and any claim of infringement of any trademark (except OCD’s own trademark), trade dress, trade secret, or copyright. IDEXX shall notify OCD (a) at the commencement of any action or suit based on any such claim and (b) in the event of any injunction or other order prohibiting the sale or use of any Analyzer or VETTEST slideexport control regulations. 16.06 Any party claiming indemnification under this Agreement (the “Indemnitee”) shall notify the party from which indemnification is claimed (the “Indemnifying Party”) in writing promptly upon becoming aware of any claim to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of the Indemnifying Party’s indemnity obligations hereunder if, and only to the extent that, the Indemnifying Party is materially damaged thereby. The Indemnifying Party shall have the right to assume and control the defense of the claim at its own expense. If the right to assume and have sole control of the defense is exercised, the Indemnitee shall have the right to participate in, but not to control, such defense at its own expense. If the Indemnifying Party does not assume the defense of the claim, the Indemnitee may defend the claim at the Indemnifying Party’s expense. The Indemnitee will not settle or compromise the claim without the prior written consent of the Indemnifying Party. The Indemnifying Party will not, without the consent of the Indemnitee (which consent will not be unreasonably withheld), settle or compromise the claim in any manner which would have an adverse effect on the Indemnitee, unless (x) prior to such settlement or compromise the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and the Indemnitee is furnished with security reasonably satisfactory to it that the Indemnifying Party can in fact pay such amount, (y) such settlement or compromise includes a full release of such claim against the Indemnitee and (z) such settlement or compromise provides for no relief or remedy other than money damages. The Indemnitee shall reasonably cooperate with the Indemnifying Party and will make available to the Indemnifying Party all pertinent information under the control of the Indemnitee.

WARRANTY, LIABILITY AND INDEMNIFICATION. 16.01 OCD hereby 9.1 Licensor warrants that the Services, when operated in accordance with the Documentation, will substantially conform to the Documentation during the term of the Order. Except as expressly stated in this subsection: (a) no warranties, guarantees or assurances of any kind, express or implied (in law or in fact), are made by Licensor to Licensee, including any implied warranties of merchantability, quality or fitness for any particular purpose, which are specifically excluded; and (b) Licensor does not warrant that any information, computer program, software or Services provided by Licensor or any third-party provider will fulfil any of Licensee’s particular purposes or needs, nor does Licensor warrant that access to or operation of the Services will be uninterrupted or defect-free. 9.2 Except in relation to death or personal injury caused by the negligence of Licensor or any other liability which may not be excluded or limited at law, Licensor shall not be liable to Licensee for loss of profits, loss of contracts or any indirect or consequential loss arising from negligence, breach of contract or howsoever caused. Licensor's total liability under this XXXX in aggregate shall be limited to the annual fees payable by Licensee to Licensor under the Order for the provision of the Services. 9.3 Licensor shall indemnify Licensee against any claim that the normal use of the Services is a direct infringement of the intellectual property rights of any third party in the Territory provided that Licensee: (a) provides prompt notice of the claim to Licensor; (b) does not prejudice Licensor’s defence of such claim; and (c) gives Licensor all reasonable assistance and grants sole authority to control the defence and any related settlement of any such claim. 9.4 Licensee will defend, indemnify, and hold Licensor harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions brought against Licensor by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, attorney’s fees and costs) related thereto alleging that: 9.4.1 Licensee’s use of any feature of the Services is in violation of Licensee’s contractual, regulatory, or other legal obligations; 9.4.2 Licensor’s use of any Licensee Data as permitted by this XXXX infringes or misappropriates: (a) the VETTEST slides delivered to IDEXX shall be in compliance with Schedule 1a third party’s intellectual property rights, andor (b) OCD shall pack and ship products under this Agreement in a manner consistent with OCD’s usual practices, which shall be sufficient to protect Non-Licensor Application provided by Licensee; or 9.4.3 the products from damage during normal shipping and handling. 16.02 In the event of a breach on the part of OCD of Section 16.01 above, OCD’s liability shall be limited to the replacement of the VETTEST slides or tips found to be defective, including shipping costs for return of defective slides or tips and delivery of replacement slides or tips. 16.03 OCD’s liability as stated in Section 16.02 shall be subject to the following conditions: (a) IDEXX shall notify OCD promptly combination of any noncompliance contrary to Section 16.01(a) or damage contrary to Section 16.01(b). (b) IDEXX Non-Licensor Application provided by Licensee and its transferees shall not alter or modify the VETTEST slides or packaging of the VETTEST slides or tips without prior approval of OCD. 16.04 Except as provided in this Section 16 there are no other warranties, express or implied, including warranties for fitness for any particular use or of merchantability. 16.05 Subject to Section 15, IDEXX shall indemnify and hold harmless OCD from and against any claim, loss, damage, or expense (including attorney’s fees) with respect to any physical injury to persons, animals or property arising out of or in connection with IDEXX’s use or sale of any Analyzer or the VETTEST slides, and any claim of infringement of any trademark (except OCD’s own trademark), trade dress, trade secret, or copyright. IDEXX shall notify OCD (a) at the commencement of any action or suit based on any such claim and (b) in the event of any injunction or other order prohibiting the sale or use of any Analyzer or VETTEST slide. 16.06 Any party claiming indemnification under this Agreement (the “Indemnitee”) shall notify the party from which indemnification is claimed (the “Indemnifying Party”) in writing promptly upon becoming aware of any claim to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of the Indemnifying Party’s indemnity obligations hereunder if, and only to the extent that, the Indemnifying Party is materially damaged thereby. The Indemnifying Party shall have the right to assume and control the defense of the claim at its own expense. If the right to assume and have sole control of the defense is exercised, the Indemnitee shall have the right to participate in, but not to control, such defense at its own expense. If the Indemnifying Party does not assume the defense of the claim, the Indemnitee may defend the claim at the Indemnifying Party’s expense. The Indemnitee will not settle or compromise the claim without the prior written consent of the Indemnifying Party. The Indemnifying Party will not, without the consent of the Indemnitee (which consent will not be unreasonably withheld), settle or compromise the claim in any manner which would have an adverse effect on the Indemnitee, unless (x) prior to such settlement or compromise the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and the Indemnitee is furnished with security reasonably satisfactory to it that the Indemnifying Party can in fact pay such amount, (y) such settlement or compromise includes a full release of such claim against the Indemnitee and (z) such settlement or compromise provides for no relief or remedy other than money damages. The Indemnitee shall reasonably cooperate used with the Indemnifying Party and will make available to the Indemnifying Party all pertinent information under the control of the IndemniteeServices, infringes or misappropriates any third party’s intellectual property rights.