Common use of Warranties and Indemnification Clause in Contracts

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 4.1 Licensor hereby indemnifies Licensee represents and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it entire right, title and Licensee are entitled to use the Licensed Marks interest in commerce relating and to the Licensed Productstrademarks above and the Technology, and that to the best of its knowledge and belief, no other person or entity it has the right full right, power and capacity to use enter into this Agreement and to lawfully grant the Licensed Marks exclusive rights granted to Licensee hereby. Licensor further warrants that, except as otherwise provided in commerce on the Licensed Productsthis Agreement, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistakeit will not take any action, or deceptionfail to take any action during the term of this Agreement, that would negate this Agreement or cause a loss to Licensee of the License granted hereunder. 19.4 4.2 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado; has the full power and authority to enter into this Agreement Agreement; all corporate and other action required to be taken on behalf of Licensee Licensor to authorize the execution and to perform all delivery of Licensee’s material obligations pursuant to this Agreement, and to carry out the transactions contemplated herein, have been duly and properly taken. 4.3 Licensee shall defend at its own cost any infringement suit that may be brought against Licensee or Licensor on account of the Licensed Products manufactureddevelopment, soldmanufacture, and/or distributed production, use, or sale of the Technology or of any Product sold by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used Licensee, and shall comply with all applicable laws (including federal, stateindemnify and save Licensor harmless against any such patent or similar infringement suits, and local)any claims, losses, damages, liabilities or expenses, including reasonable attorneys' fees and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disreputecosts, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to which may be incurred by Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law therein or in fact), oral or writtensettlement thereof. Any and all settlements must be approved by Licensor before execution by Licensee. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits4.4 LICENSOR DOES NOT WARRANT THE ADEQUACY OF THE TECHNOLOGY AND DOES NOT WARRANT, or other significant developmentsEXPRESSLY OR IMPLIEDLY, formal investigationsTHE MERCHANTABILITY, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any partySUITABILITY OR FITNESS THEREOF FOR ANY PURPOSE WHATSOEVER. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 4, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they ariseLICENSOR DISCLAIMS ALL OTHER WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee 8.1 Mallinckrodt represents and undertakes to hold warrants that it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or is not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out aware that the making of the validity Product using or incorporating the Mallinckrodt Proprietary Technology infringes any third party United States patent rights. Neurex represents and warrants that it is not aware that the making of the rights SNX- 1 1 1 infringes any third party patent rights. 8.2 Mallinckrodt and Neurex each represent and warrant to the Licensed Marks other that: (a) It is a duly organized and from Licensee’s use of the Licensed Marks as granted herein and authorized validly existing corporation in good standing under the laws of its jurisdiction of incorporation and has taken all required corporate or other necessary action to authorize the execution, delivery and performance of its obligations under this Agreement; (b) This Agreement is a valid, binding and legal agreement by it, enforceable against it in accordance with the terms and conditions of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Productsfull right, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s its obligations hereunder; and (c) The execution, delivery and performance of its obligations under this Agreement will not result in any breach or violation of its incorporation documents or bylaws or of any other agreement to which it is a party, nor result in any violation of any law, rule, regulation, statute or decree by which it or any of its assets are or may be subject. 8.3 Mallinckrodt warrants (a) that all Product manufactured, stored, and shipped by it shall on the date of delivery meet the Specifications attached hereto; (b) that all Product shall be manufactured in the United States and shall be manufactured in accordance with current Good Manufacturing Practices and, in all material obligations respects, with all other applicable regulations of the FDA and other appropriate agencies of the United States, state and local governments; and (c) that it will make a reasonable good faith effort to improve the Yield rates of the Product. 8.4 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT MALLINCKRODT MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8.5 Neurex shall defend, indemnify, and hold harmless Mallinckrodt, its officers, agents, employees, and Affiliates from any loss, claim, action, damage, expense, or liability (including defense costs and attorneys' fees) ("Claim") including but not limited to the costs of environmental sampling, clean-up, and remediation, arising out of or related to the breach or alleged breach of any representation, warranty, or guarantee made by Neurex herein or the handling, possession, or use of the Product following acceptance of delivery by a common carrier pursuant to Section 5.5 except to the extent such claim is due to the negligence or misconduct of Mallinckrodt, its officers, agents or employees. It is specifically understood and agreed that the use of Accepted Product is within the sole control of Neurex and that Neurex will be exercising sole discretion and control over the conditions of any such use including without limitation any commercial applications of the Product or use in clinical trials. It is further understood and agreed that Neurex is in a unique and superior position to evaluate the suitability of the Product in and for any such use and the potential hazards associated therewith. Therefore, Mallinckrodt shall not be liable for and Neurex assumes all responsibility for and shall defend, indemnify and hold Mallinckrodt harmless against any and all loss, cost, damage, expense (including reasonable attorneys' fees) arising out of or related to any claim for personal injury (including death) and/or damage to property arising out of the possession, transportation, use, sale, testing, or disposal of any Accepted Product. 8.6 In no event, regardless of the form of action shall Mallinckrodt be liable for any special, indirect, incidental, consequential or punitive damages of any nature whatsoever including without limitation loss of profits or business interruption . 8.7 Mallinckrodt shall promptly notify Neurex of the existence of any third party claim, demand or other action giving rise to a claim for indemnification under this Agreement, and shall give Neurex a reasonable opportunity to defend the same at its own expense and with its own counsel, provided that Mallinckrodt shall at all times have the Licensed Products manufacturedright to participate in such defense at its own expense. If, soldwithin a reasonable time after receipt of notice of a third party claim Neurex shall fail to undertake to so defend, and/or distributed by Licensee under this Agreement Mallinckrodt shall be suitable have the right, but not the obligation, to defend and to compromise or settle (exercising reasonable business judgment) the third party claim for the purpose for which they are intended account and at the risk and expense of Neurex. Each party shall make available to be used the other such information and assistance as the other shall comply reasonably request in connection with all applicable laws (the defense of a third party claim. 8.8 Each party shall maintain policies of comprehensive general liability insurance, including federalproduct liability insurance, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse during the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in term of this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without having appropriate levels of coverage. At the prior written approval request of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third a party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in other party shall provide to the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, requesting party certificates or other attributes evidence of the Licensed Products, whether express or implied (in law or in fact), oral or writtensuch insurance. Mallinckrodt may satisfy this requirement through their current program of self-insurance. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 16.1 Licensor hereby indemnifies Licensee and undertakes to hold it Licensee harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreementherein, provided that prompt written notice is given to Licensor within ten (10) days of receipt by Licensee of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section 16.1 shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject claims, and this indemnification obligates Licensor to the reasonable approval of the Licenseepay for all costs and expenses as incurred rather than to reimburse upon conclusion. However, Licensor shall not be solely responsible for obligated to provide any and all attorneys fees, costs, and expenses indemnification hereunder in the event of counsel relating to any and all such actionsnegligence or criminal conduct of Licensee which bears directly upon the claim underlying the indemnification obligation hereunder. 19.2 16.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation liability or otherwise. Licensor reserves the right to select counsel counsel, reasonably acceptable to Licensor, to defend and/or bring any such claims, subject and this indemnification obligates Licensee to the reasonable approval of the Licenseepay for all costs and expenses as incurred rather than to reimburse upon conclusion. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity . However, Licensee shall not be obligated to execute this Agreement and that it is the owner provide any indemnification hereunder in (a) intellectual property claims arising out of the Licensed Marks Marks, or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either (b) in the identical form event of negligence or in such near resemblance thereto as may be likely, when applied to criminal conduct of Licensor which bears directly upon the goods of such other person or entity, to cause confusion, mistake, or deceptionclaim underlying the indemnification obligation hereunder. 19.4 16.3 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 16.4 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this License Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this License Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federalFederal, stateState, and local)local laws, and industry standards. , (ii) Licensee will not knowingly harm or misuse the Licensed Marks Property or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this License Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the express prior written approval of Licensor or of Ms. IrelandLicensor, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this License Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following upon written notice, and failure to do so constitutes a material breach of this License Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, Licensor as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written. 19.6 Licensee 16.5 The Party seeking indemnification shall provide Licensor the other with prompt written notice of any material lawsuits or threatened lawsuits, or other significant developments, formal investigations, claims, or final refusals which will lead to material impact on Licensee and in which Licensee it is or may be named as a party or for which Licensee it is obligated or has agreed to indemnify any party, and Licensee it shall thereafter provide Licensor the other with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 16.6 For purposes of this Section 1916, the term “Licensor” and “Licensee” shall mean Licensor such Party and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, owners, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 16.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreementherein, provided that prompt written notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section 16.1 shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actionsclaims. 19.2 16.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above)infringement, dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 16.3 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimeddisclaimed and Section 16.2 shall apply. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actionsclaims. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above)infringement, dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions.. -22- Initials: _______ Initials: _______ 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this License Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this License Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federalFederal, stateState, and local)local laws, and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks Property or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this License Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland ▇▇. ▇▇▇▇▇▇▇ without the prior written approval of Licensor or of Ms. IrelandLicensor, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this License Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s ▇▇. ▇▇▇▇▇▇▇’▇ public image in society or standing in the community, or prejudice Licensor or Ms. Ireland ▇▇. ▇▇▇▇▇▇▇ and that it will terminate such activities promptly following upon written notice, and failure to do so constitutes a material breach of this License Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, Licensor as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits or threatened lawsuits, or other significant developments, formal investigations, claims, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including ▇▇. ▇▇▇▇▇▇▇, MIVITM LLC, Ms. Ireland, k▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇® Worldwide, Sterling/W▇▇▇▇▇ ▇▇▇▇▇▇▇® LLC, Sterling/▇▇▇▇▇▇▇ Company or Company, ▇▇▇▇▇▇ Marketing, LLC its executives and employees.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor 8.1 ISURF warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks Patents or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity otherwise has the right to use grant the Licensed Marks licenses granted to LICENSEE in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement. However, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under nothing in this Agreement shall be suitable for construed as: (i) a warranty or representation by ISURF as to the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. validity or scope of any of the Licensed Patents; (ii) Licensee a warranty or representation that anything made, used, sold or otherwise disposed of under the license granted in this Agreement will or will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, infringe patents of third parties; (iii) except as specifically an obligation to furnish any know-how not provided to the Licensed Patents or any services other than those specified in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are . 8.2 ISURF makes no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensorwarranty, express or implied, as that the Licensed Variety will be successful for the commercial production of soybean seed. 8.3 EXCEPT AS OTHERWISE MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE LICENSED PATENTS ARE LICENSED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. ISURF MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBLILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, OR OTHER DISPOSITION BY LICENSEE OR ITS VENDEES OR OTHER TRANSFEREES OF THE VARIETY LICENSED UNDER THIS AGREEMENT. 8.4 ISURF makes no representations, warranties or conditions other than those expressed in this clause. The liability of ISURF with respect to marketability, fitness for a particular purpose, any misdescription of or other attributes deviation from the characteristics of the Licensed ProductsVariety with respect to any misrepresentation or breach of condition or warranty, whether expressed or implied, is limited to refunding the royalty paid to ISURF by LICENSEE. 8.5 While it is believed that the ordinary and anticipated use of the Licensed Variety will not result in safety or health hazards to workers or to purchasers of such products, there is no warranty or guarantee against such health or safety hazards. 8.6 Care was taken during seed multiplication to avoid GMO contamination; however the seed is not guaranteed to be GMO free. No representations or warranties are made regarding seed purity, or any other express or implied (in law or in fact), oral or writtenwarranties. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits8.7 LICENSEE agrees that it is solely responsible for and will indemnify and hold harmless ISURF, or other significant developmentsits trustees, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agentsofficers, employees, servants, representatives, parents, subsidiaries, affiliates, officialsfrom any suits, directorscosts or charges as a result of the production, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, use or sale by LICENSEE of the Licensed Variety. 8.8 LICENSEE shall obtain and all persons acting by, through, under, or carry in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives full force and employeeseffect liability insurance which shall protect LICENSEE and ISURF in regard to events covered by 8.6 above.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee 7.1 ABP represents and undertakes warrants to Pilot Site that ABP has the authority to grant the License granted hereunder and that, to the best of the knowledge, information and belief of ABP, the System does not infringe or violate any copyright, trademark, patent or other proprietary right of any third party in the United States. 7.2 ABP shall, at its own expense, defend any suit brought against Pilot Site in respect of a claim of infringement of any copyright, trademark, patent or other proprietary right by any third party resulting from or as a consequence of Pilot Site's use of the System pursuant to the License granted herein. ABP agrees to pay the costs and damages finally awarded in such suit against Pilot Site, provided that Pilot Site immediately notifies ABP in writing of such infringement claim, cooperates with and uses its best efforts to assist ABP in the defense of such suit and acknowledges ABP's exclusive right to settle or defend such suit as ABP may see fit; provided that ABP shall not settle any claims in which Pilot Site or Principal Investigator(s) are required to admit liability without the prior written consent of Pilot Site. ABP shall not be liable for any damages, costs, losses, expenses (including settlement awards and attorney's fee) incurred by Pilot Site in defending any action or claim unless such a defense or action has been authorized in writing by ABP. 7.3 If the third party infringement claim is based upon any unauthorized modification of the System by Pilot Site, then Pilot Site shall indemnify and hold it ABP harmless against any claims or suitsjudgment for damages which may be rendered against ABP based upon the alleged infringement, demandstogether with the costs and incidental damages incurred by ABP in exercising its rights and obligations under this paragraph. 7.4 ABP warrants that the System as delivered is in full compliance with applicable laws, lossesstandards, injuriescodes and regulations, liabilities costs, judgments, arbitration awards, license fees, settlement, damages is duly marked and expenses (including reasonable attorneys’ fees labeled and costs, whether or not any legal proceeding is commenced) (“Losses”) suitable for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement. However, provided that prompt notice is given to Licensor within ten (10) days of any such no claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall for damages will be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s allowed resulting from use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actionsSystem. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 16.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreementherein, provided that prompt written notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section 16.1 shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actionsclaims. 19.2 16.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above)infringement, dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 16.3 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimeddisclaimed and Section 16.2 shall apply. 19.5 16.4 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federalFederal, stateState, and local)local laws, and industry standards. , (ii) Licensee will not knowingly harm or misuse the Licensed Marks Property or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the express prior written approval of Licensor or of Ms. IrelandLicensor, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following upon written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, Licensor as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written. 19.6 16.5 Licensee shall provide Licensor with prompt written notice of any material lawsuits or threatened lawsuits, or other significant developments, formal investigations, claims, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 16.6 For purposes of this Section 1916, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, owners, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits9.1 Each Party represents, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suitcovenants, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity authority and right to execute convey the rights or accept the obligations created hereunder. 9.2 LICENSOR MAKES NO REPRESENTATION AND NO WARRANTY WHATSOEVER THAT THE MAKING, USING OR SELLING OF LICENSED PRODUCTS OR PROVIDING SERVICES COVERED BY THE CLAIMS OF THE LICENSED PATENTS WILL NOT USE OR INFRINGE, DIRECTLY, CONTRIBUTORILY, OR BY INDUCEMENT UNDER THE LAWS OF ANY COUNTRY, ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT OWNED BY ANY ENTITY OTHER THAN LICENSOR AS OF THE EFFECTIVE DATE. U.S. Well – Profrac Licensing Agreement 9.3 Each Party further represents and warrants that in executing this Agreement, it does not rely on any promises, inducements or representations made by any person, whether a Party to this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Productsotherwise, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant or any other business dealing with any person, whether or not a Party to this Agreement, and that now or in the Licensed Products manufactured, sold, and/or distributed by Licensee under future. 9.4 Nothing contained in this Agreement shall be suitable for construed as a warranty or representation by Licensor as to the purpose for which they are intended validity or scope of any Licensed Products. Furthermore, nothing in this Agreement shall be construed as an obligation by Licensor to be used and shall comply with all applicable laws maintain any one or more of such Licensed in force. 9.5 THE LICENSED PATENTS ARE LICENSED “AS IS” AND ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE OF MERCHANTABILITY, NON-INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED. 9.6 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (including federalINCLUDING, stateBUT NOT LIMITED TO, and localDAMAGES FOR LOSS OF PROFITS, FOR BUSINESS INTERRUPTION, FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, OR FOR ANY OTHER PECUNIARY LOSS OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LICENSED PATENTS OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT EVEN IF A REPRESENTATIVE OF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. FOR PURPOSE OF CLARITY, NOTHING IN THIS SECTION DIMINISHES OR OTHERWISE EXCUSES LICENSEE’S OBLIGATION TO PAY THE AMOUNTS REQUIRED UNDER SECTION 4.1. 9.7 NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN), and industry standardsTHE ENTIRE AGGREGATE CUMULATIVE LIABILITY OF LICENSOR TO LICENSEE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER SECTION 4.1. 9.8 THE PARTIES AGREE THAT THIS LICENSE HAS BEEN VOLUNTARILY AND MUTUALLY AGREED UPON AFTER INTENSIVE NEGOTIATIONS AND ON THE BASIS OF THE PARTY’S UNDERSTANDING, THE PARTIES AGREED TO NEGOTIATE AND ENTER INTO THIS AGREEMENT WITHOUT SUBMITTING THE DETERMINATION OF LICENSE TERMS TO A COURT OR OTHER TRIBUNAL. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disreputeU.S. Well – Profrac Licensing Agreement 9.9 THE TERMS OF THIS SECTION 9 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (iii) except as specifically provided EVEN IF THIS AGREEMENT OR ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 9.10 Nothing contained in this Agreement, Licensee will not create Agreement shall be construed as conferring by implication or otherwise upon either Party hereunder any expenses chargeable license or right except the licenses and rights expressly granted hereunder to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or writtenParty hereto. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee In addition to any standard warranty or guaranty of Seller, Seller further expressly warrants that all Goods ordered to specifications will conform thereto and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks drawings, samples or other descriptions furnished or adopted by Buyer and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided further expressly warrants that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification all Goods furnished under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor thatPO: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable free from defects in materials and workmanship; (ii) are of merchantable quality and are fit and safe for the purpose for which they purchased or apparently intended by Buyer or Buyer’s customer; (iii) have been manufactured, packaged, labeled and are intended to be used and shall comply now being furnished in compliance with all applicable laws (including federal, statestate and local laws, including, but in no way limited to, the Consumer Products Safety Act, the Fair Labor Standards Act, the Federal Food, Drug & Cosmetic Act and local), the National Traffic and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval Motor Vehicle Safety Act of Licensor or of Ms. Ireland, 1966; (iv) all Licensed Products (are being conveyed by Seller’s good and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do notrightful title, and will not, infringe be delivered free from any intellectual property right security interest or any personal right other lien or encumbrance of any third party, person or any rightful claim of any third person; and (v) Licensee will do not knowingly permitinfringe on any United States or foreign trademark, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, patent or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written. 19.6 Licensee shall provide Licensor with prompt written notice intellectual property rights of any material lawsuitsthird person. These warranties shall run to Buyer, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee its successors and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and Buyer’s customers. Further, Seller will indemnify, defend and hold harmless Buyer, its successors and assigns, and Buyer’s customers (collectively called “Indemnified Parties”) from any and all persons acting bysuch claims, throughsuits, underactions, awards, including, but not limited to, awards based on intentional infringement of patents known to Seller at the time of such infringement, exceeding actual damages and including attorneys’ fees and/or costs, liabilities, damages, costs and attorneys’ fees (collectively called “Claims”) related to the actual or in concert with themalleged infringement of any United States or foreign intellectual property right, past and arising out of the manufacture, sale or presentuse of Goods by Indemnified Parties. Indemnified Parties will duly notify Seller of any such Claims; and Seller will, specifically including Ms. Irelandat its own expense, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employeesfully defend such Claims on behalf of Indemnified Parties.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies ​ a. Licensee warrants that all Licensed Products manufactured or sold by Licensee will be safe for their intended use and undertakes to will comply with all applicable laws and regulations, including all state laws regulating manufacture and sale of products in the cannabis industry within the Territory (the “Applicable Law”). Licensee shall indemnify, defend, and hold it Licensor, its officers, directors, employees, and agents harmless from and against any claims or suitsand all claims, demandsdamages, lossesliabilities, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees fees) arising from or relating to any breach of this warranty or any defect or alleged defect in any Licensed Product manufactured or sold by Licensee, including any injury or damage to persons or property resulting from such defect. ​ b. Licensor represents and warrants that (i) it owns the Intellectual Property necessary to enter into this Agreement and grant the License to Licensee (ii) as of the Effective Date, Licensor has not previously granted, and is not currently obligated to grant to any other party, the rights granted to Licensee hereunder in the Territory with respect to the Intellecutal Property, and (iii) that there are not any suits or proceedings pending or threatened which allege that any of the Intellectual Property or the use thereof infringes upon any intellectual property right of a third party. Licensor shall indemnify, defend, and hold Licensee, its officers, directors, employees, and agents harmless from and against any and all claims, damages, liabilities, costs, whether and expenses (including reasonable attorneys’ fees) arising from or not relating to: (i) any legal proceeding is commencedbreach of this warranty; (ii) (“Losses”) for trademark any actions or claims by third parties related to Intellectual Property infringement arising solely out of the validity of the rights to the Licensed Marks and from in connection with Licensee’s use of the Licensed Marks as granted herein Products. ​ c. In connection with any claim arising hereunder, the indemnifying Party may conduct the defense and authorized under have control of the terms of this Agreementlitigation and settlement, provided that the indemnified Party shall fully cooperate in defending against such claims. The indemnified Party shall deliver prompt notice is given to Licensor within ten (10) days the indemnifying Party of any such claim claims. This indemnification obligation shall survive the termination or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach expiration of this Agreement. Licensee acknowledges and agrees that there are no warranties​ d. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, guaranteesEXCEPT IN THE EVENT OF A FINAL DETERMINATION OF FRAUD, conditionsGROSS NEGLIGENCE, covenantsWILLFUL MISCONDUCT OR INTENTIONAL MISREPRESENTATION, or representations whatsoever by LicensorNEITHER ​ ​ ​ ​ ​ PARTY (INCLUDING EACH PARTY’S AFFILIATES, express or impliedSUCCESSORS, as to marketabilityASSIGNS, fitness for a particular purposeOFFICERS, or other attributes of the Licensed ProductsDIRECTORS, whether express or implied (in law or in fact)MANAGERS, oral or written. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuitsOWNERS, or other significant developmentsEMPLOYEES, formal investigationsLICENSORS AND AGENTS) SHALL BE RESPONSIBLE FOR CONSEQUENTIAL, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any partyINCIDENTAL, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19SPECIAL OR PUNITIVE DAMAGES, the term “Licensor” shall mean Licensor andREGARDLESS OF WHETHER AN ACTION IS BROUGHT IN TORT, without limitationCONTRACT OR ANY OTHER BASIS, any of its agentsINCLUDING, employeesWITHOUT LIMITATION, servantsDAMAGES CHARACTERIZED AS LOST PROFITS OR BUSINESS REVENUE, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.DIMINUTION IN BUSINESS VALUE OR THE LIKE. ​

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless 8.1 CONTRACTOR shall indemnify CLERK against any claims loss or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement expense arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms any breach of this AgreementContract or warranty specified herein. No cause of action, provided that prompt notice is given to Licensor within ten (10) days dispute, controversy, or claim, regardless of any such claim or suitform, and provided, further, that Licensor shall have arising out of this Agreement may be brought by either Party after the option to undertake and conduct applicable time period for the defense cause of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section action. 8.2 CONTRACTOR shall be apportioned fully liable for the actions of its agents, employees, partners and limited to only the portion of, subcontractors and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall fully defend, indemnify, and hold Licensor forever harmless CLERK and its respective employees, representatives, officers, directors, elected and appointed officials, and CLERK to the extent permitted by law, from and against any damages, losses, expenses and/or attorney's fees which result from any breach by CONTRACTOR of any of the terms, provisions, conditions, and/or limitations of the Contract, as well as any and all actionsclaims resulting from the negligence, claimsliability, demandsstrict liability, lawsuitsand/or fault of CONTRACTOR. 8.3 CONTRACTOR warrants that the RMS/DMS installed hereunder shall be free from defect in design and implementation and will continue to meet the specifications agreed to during development and CONTRACTOR will, losswithout any additional compensation, costscorrect any such defect and make such additions, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtainedmodifications, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating adjustments to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right RMS/DMS as necessary to select counsel to defend and/or bring any such claims, subject operate as specified in its proposal. 8.4 CONTRACTOR warrants that its software will conform to the terms of this CONTRACT. CONTRACTOR will use reasonable approval of the Licenseeefforts to correct software errors at no charge. Notwithstanding Licensor’s right If CONTRACTOR is unable to the choice of counselcorrect software errors, Licensee CONTRACTOR will refund any fees paid by CLERK for such defective software. Additionally, CLERK shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating entitled to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity remedies available to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations CLERK pursuant to this Agreement, Contract. 8.4 The inclusion of this provision could cause additional requirements to be read in to the RFQ&P (i.e. “CONTRACTOR warrants that all software and that the Licensed Products manufactured, sold, and/or distributed programming produced hereunder will be of original development by Licensee under this Agreement shall be suitable CONTRACTOR except for the purpose for which they are intended software to be used and shall comply with all applicable laws (including federalfor scanners…”). If so, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in a version of this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used warranty should be included in the Licensed Products) designedcontract. Much of Article 8.4 is specific to CLERK’s arrangement with Software and Services for the CMS. These provisions may end up applicable to the RMS/DMS contract, developed, marketed, distributed, published, performed or sold by Licensee pursuant but such provisions are probably too specific to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing include in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or writtensample contract. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee A. Customer warrants and undertakes to hold represents that it harmless against any claims owns or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether licenses all rights in or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves has the right to select counsel to defend distribute, the Content; that the Content does not violate any such claims subject to trademarks, service marks or copyrights or any right of privacy or publicity or otherwise infringe upon the reasonable approval rights of any third party; that the LicenseeContent does not violate any federal, state or local laws, statutes or unless or regulations. Licensor Customer shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, indemnify and hold Licensor harmless Nettaxi, its officers, directors, agents, contractors and employees, from and against any and all actions, third party claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement expenses or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law liabilities arising from or in equity, including without limitation claims relating connection with Customer's Content. Customer further agrees to indemnify Nettaxi against Customer's acts of negligence resulting in damage to third parties. B. Nettaxi warrants and represents that it owns or allegedly relating licenses all right in and to the designtechnology associated with the Web Content Distribution service, manufacturethat, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and beliefknowledge, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out none of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express technology it uses for its services infringes upon or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third partyparty and that, and (v) Licensee will to the best of its knowledge, the operation of the Web Content Distribution Service does not knowingly permitviolate any applicable federal, do state or commit local statutes, rules or regulations. C. EXCEPT FOR THE WARRANTIES SET FORTH Herein, NEITHER PARTY MAKES ANY OTHER WARRANTIES in CONNECTION WITH THE SUBJECT MATER OF THIS AGREEMENT, WHETHER EXPRESSED OR Implied, AND DISCLAIMS ANY SUCH WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NETTAXI SPECIFICALLY DISCLAIMS ALL WARRANTIES THAT THE WEB CONTENT DISTRIBUTION SERVICE WILL MEET ANY STANDARD OF PERFORMANCE OR ACCURACY OR THAT IT WILL BE TIMELY OR FREE OF ERRORS. D. In the event of any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the communitybreach, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written noticereasonably anticipated breach, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no any of the foregoing warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as in addition to marketability, fitness for a particular purpose, or any other attributes of the Licensed Products, whether express or implied (remedies available in law or in fact)equity, oral or writtenNettaxi shall have the right, at Nettaxi's sole discretion, to suspend Web Content Distribution Services if deemed reasonably necessary by Nettaxi to prevent any harm to its business. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 17.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) suits for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actionsclaims. 19.2 17.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, or claims relating to or allegedly relating to any transactions, actions, activity, omissions or circumstances involving Licensee or any of its parents, subsidiaries, officers, directors or affiliates, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above)infringement, dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ and accountants’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 17.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 17.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 17.5 Licensee represents and warrants to Licensor that: (i) Licensee that it has the full power lawful capacity and authority right to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreementused. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, Licensor as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written. 19.6 17.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits or threatened lawsuits, or other significant developments, formal investigations, claims, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 17.7 For purposes of this Section 1917, the term “Licensor” shall mean Licensor and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights 11.1 Each party warrants to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into and perform its obligations under this Agreement on behalf of Licence. 11.2 The Publisher warrants to the Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed Materials used as contemplated by Licensee under this Agreement shall be suitable for Licence do not infringe the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm copyright or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any other intellectual property right or any personal right rights of any third party. 11.3 The Publisher shall indemnify and hold the Licensee harmless from and against any direct loss, damage, costs, liability and expenses (vincluding reasonable and properly incurred legal and professional fees) arising out of any legal action taken against the Licensee will by a third party claiming actual or alleged infringement of such intellectual property rights. This indemnity shall not apply if the Licensee has used Licensed Materials in any way not expressly permitted by this Licence. 11.4 The Licensee agrees to indemnify and hold the Publisher harmless from and against any direct loss, damage, costs, liability and expenses (including reasonable and properly incurred legal and professional fees) arising out of any claim or legal action taken against the Publisher related to or in any way connected with any unauthorised users or any failure by the Licensee to perform its obligations in this Licence, provided that nothing in this Licence shall make the Licensee liable for breach of the terms of this Licence by any Authorised User provided that the Licensee did not cause, knowingly permitassist, do encourage or commit condone the breach or the continuation of such breach after becoming aware of the same. 11.5 Any indemnity under this Licence shall apply to the extent that the indemnified party: (a) promptly notifies the indemnifying party in writing of any act claim or thing that would degradesuit relevant to the indemnity; (b) where so required, tarnish allows the indemnifying party control over such negotiations or deprecate litigation and/or the defence or disparage settlement of such claim or suit; (c) makes no representations, admissions, agreement or settlements in relation to such claim or suit without the indemnifying party’s prior written consent; and (d) gives the indemnifying party all information and assistance it may reasonably require. 11.6 Except as provided in clause 11.3 (Publisher’s indemnity to Licensee), under no circumstances shall the Publisher be liable to the Licensee or to any other person, including but not limited to Authorised Users, for any special, exemplary, indirect or consequential loss, costs, damages, charges or other expenses of any kind (including loss of profits or revenues, loss of business, depletion of goodwill, loss of anticipated savings, loss of contract or business interruption) arising under or in connection with this Licence, in particular arising out of the inability to use, or the use of, the Licensed Property Materials. 11.7 Except as provided in clause 11.3 (Publisher’s indemnity to Licensee) and subject to clause 11.8 below, the Publisher’s aggregate liability for all claims, losses or Licensor’s damages arising under or Ms. Ireland’s public image in society connection with this Licence or standing any collateral agreement shall in no circumstances exceed £100 or the communityFee received by the Publisher from the Licensee (whichever is the higher sum) in respect of the Subscription Period during which such claim, loss or prejudice Licensor damage occurred. 11.8 No party limits its liability for death or Ms. Ireland and that it will terminate such activities promptly following written noticepersonal injury caused by its own negligence (or the negligence of its employees or agents) or for fraud. 11.9 Except as expressly provided in this Licence, and failure to do so constitutes a material breach all representations or warranties of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensorany kind, express or implied, as including but not limited to marketabilitythe accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose, or other attributes of purpose are to the fullest extent permitted by law excluded form this Licence and accordingly the Licensed Products, whether express or implied (in law or in fact), oral or writtenMaterials are supplied “as is”. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.

Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee 7.1 Each Party represents, covenants, and undertakes warrants that it has the authority and right to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of convey the rights or accept the obligations created hereunder. 7.2 Licensor represents and warrants that (i) Licensor has all rights necessary to grant any and all rights granted to Licensee under this Agreement including without limitation the Licensed Marks licenses and from Licensee’s use releases granted in Section 2, (ii) other than the rights retained by the patent owner of patent families 7-12 identified in Appendix A, no other third party owns any right to enforce or recover for infringement of the Licensed Marks as Patents with respect to the acts that are licensed or released pursuant to Section 2; and (iii) it has not granted herein and authorized will not grant any licenses or other rights under the Licensed Patents that would conflict with or prevent the license and release granted to Licensee hereunder. Licensor further represents and warrants that there are no liens, security interests, restrictions, conveyances, mortgages, assignments, encumbrances, or other agreements that would prevent or impair the full and complete exercise of the terms of this Agreement. 7.3 Each Party further represents and warrants that in executing this Agreement, provided that prompt notice is given it does not rely on any promises, inducements or representations made by any person, whether a Party to Licensor within ten (10) days of this Agreement or otherwise, with respect to this Agreement or any such claim other business dealing with any person, whether or suitnot a Party to this Agreement, and provided, further, that Licensor shall have now or in the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under future. 7.4 Nothing contained in this Section Agreement shall be apportioned and limited to only the portion of, and extent that, such Losses are, construed as a warranty or are claimed to be, proximately caused representation by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject as to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement validity or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution scope of any Licensed ProductPatents. Furthermore, whether for personal injurynothing in this Agreement shall be construed as an obligation by Licensor to maintain any one or more of such Licensed Patents in force. 7.5 THE LICENSED PATENTS ARE LICENSED “AS IS” AND ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER, product liabilityEXPRESS OR IMPLIED, intellectual property infringement STATUTORY OR OTHERWISE, INCLUDING THOSE OF MERCHANTABILITY, NON-INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED. 7.6 IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (other than Losses arising under paragraph 19.1 aboveINCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR BUSINESS INTERRUPTION, FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, OR FOR ANY OTHER PECUNIARY LOSS OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LICENSED PATENTS OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT EVEN IF A REPRESENTATIVE OF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. FOR PURPOSE OF CLARITY, NOTHING IN THIS SECTION DIMINISHES OR OTHERWISE EXCUSES LICENSEE’S OBLIGATION TO PAY THE LICENSE FEES. 7.7 NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN), dilutionTHE ENTIRE AGGREGATE CUMULATIVE LIABILITY OF LICENSOR TO LICENSEE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID BY LICENSEE TO LICENSOR UNDER THE AGREEMENT, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actionsIN THE TWELVE (12) MONTHS PRECEDING THE INCURRING BY LICENSEE OF SUCH DAMAGES. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception7.8 THE LICENSE SET FORTH ABOVE IN SECTION 2.1 IS ONLY APPLICABLE TO THE LICENSED PATENTS. 19.4 Licensor makes no representations or warranties with respect to the design7.9 THE PARTIES AGREE THAT THIS LICENSE HAS BEEN VOLUNTARILY AND MUTUALLY AGREED UPON AFTER INTENSIVE NEGOTIATIONS AND ON THE BASIS OF THE PARTY’S UNDERSTANDING, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimedTHE PARTIES AGREED TO NEGOTIATE AND ENTER INTO THIS AGREEMENT WITHOUT SUBMITTING THE DETERMINATION OF LICENSE TERMS TO A COURT OR OTHER TRIBUNAL. 19.5 7.10 THE TERMS OF THIS SECTION 7 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF THIS AGREEMENT OR ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 7.11 LICENSOR MAKES NO REPRESENTATION NOR WARRANTY WHATSOEVER THAT THE MAKING, USING OR SELLING OF LICENSED PRODUCTS OR PROVIDING SERVICES COVERED BY THE CLAIMS OF THE LICENSED PATENTS LICENSED HEREUNDER WILL NOT USE OR INFRINGE, DIRECTLY, CONTRIBUTORILY, OR BY INDUCEMENT UNDER THE LAWS OF ANY COUNTRY, ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT OWNED BY ANY ENTITY OTHER THAN LICENSOR AS OF THE EFFECTIVE DATE. 7.12 Licensee represents and warrants to Licensor that: (i) Licensee has that neither it nor its Affiliates are as of the full power and authority to enter into this Agreement on behalf Effective Date challenging the validity or enforceability of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the any Licensed Products manufactured, sold, and/or distributed by Licensee under Patent. 7.13 Nothing contained in this Agreement shall be suitable for construed as conferring by implication or otherwise upon either Party hereunder any license or right except the purpose for which they are intended licenses and rights expressly granted hereunder to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or writtenParty hereto. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company or its executives and employees.