Common use of Warranty and Indemnity Clause in Contracts

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB a) Auto-By-Tel warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all content provided to the director by the NFB for incorporation Excite or made available to third parties in the Production:connection with this Agreement. (a) do not infringe the copyright of another; (b) do not defame any person;Auto-By-Tel warrants that the Content will comply with the description and technical specifications contained in Exhibit D. (c) do not invade the privacy of Auto-By-Tel will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: i) The breach of any warranty, participating representation or covenant in obtaining this Agreement; ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Auto-By-Tel Site. Excite will promptly notify Auto-By-Tel of any and presenting evidence all such claims and enlisting will reasonably cooperate with Auto-By-Tel with the participation of witnesses.defense and/or settlement thereof; provided that, it any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact, can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim, 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant directord) EXCEPT AS SPECIFIED IN THIS AGREEMENT, inasmuch as said fault is neither gross nor deliberate.NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF

Warranty and Indemnity. 8.01 The NFB 1. ELAN represents and warrants that it has the sole, exclusive and unencumbered right to grant the licences and rights herein granted to COMPANY, and that it has not granted any materials supplied option, licence, right or interest in or to the director ELAN PATENT RIGHTS or ELAN KNOW-HOW to any third party which would conflict with the rights granted by this Agreement. ELAN agrees to hold COMPANY harmless from any and all costs, expenses and damages (including reasonable attorneys’ fees) incurred or sustained by COMPANY as the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy result of any person,third party’s challenges to ELAN’s right to grant the rights and licences herein granted to COMPANY. 8.02 The director 2. ELAN represents and warrants that the execution of this Agreement and the full [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. performance and enjoyment of the rights of COMPANY under this Agreement will not breach or in any way be inconsistent with the terms and conditions of any licence, contract, understanding or agreement, whether express, implied, written or oral between ELAN and any third party. 3. ELAN represents and warrants that, once successfully developed, the PRODUCT supplied to COMPANY by ELAN under this Agreement shall conform to the best PRODUCT SPECIFICATIONS and in accordance with all regulations and requirements of his knowledge, information the FDA and belief, any materials supplied other relevant regulatory agencies including the then cGMP regulations which apply to the NFB by manufacture and supply of the director PRODUCT. Except as expressly stated in this Article VI, all other warranties, conditions and representations, express or implied, statutory or otherwise, including a warranty as to the quality or fitness for incorporation any particular purpose of the PRODUCT are hereby excluded and ELAN shall not be liable in the Production: (a) do not infringe the copyright of another; (b) do not defame contract, tort or otherwise for any person; (c) do not invade the privacy loss, damage, expense or injury of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not beenkind whatsoever, to his knowledgeconsequential or otherwise, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to or in writing by connection with the indemnifying partyPRODUCT or any defect in the PRODUCT or from any other cause. 8.07 Court costs 4. ELAN is or will become fully cognisant of all applicable statutes, ordinances and legal expenses Except when regulations of the director is in default under article 8.02 or subject TERRITORY with respect to the provisions manufacture of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, PRODUCT including, but not limited to, attending hearingsthe U.S. Federal Food, participating Drug and Cosmetic Act and regulations thereunder, cGLP and cGMP. ELAN shall manufacture or procure the manufacture of the PRODUCT in obtaining conformity with the PRODUCT SPECIFICATIONS and presenting evidence the relevant NDA or Drug Master File in the countries where such activities takes place or have effect and enlisting the participation of witnessesin a manner which fully complies with such statutes, ordinances, regulations and practices. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault 5. COMPANY is or will become fully cognisant of all applicable statutes, ordinances and regulations of the director/first assistant directorTERRITORY with respect to the promotion, inasmuch marketing and sale of the PRODUCT and COMPANY shall comply with all such statutes, ordinances and regulations of the countries where such activities take place or have effect. 6. ELAN certifies to the best of its knowledge that as said fault of the date of this Agreement neither ELAN or any person employed by ELAN has been debarred under Section 306 (a) or 306 (b) of the Federal Food, Drug and Cosmetic Act and that no debarred person will in the future be employed by ELAN to perform any services in connection with any application for approval of the PRODUCT by the FDA. ELAN certifies to the best of its knowledge that neither ELAN nor any person employed by ELAN has a conviction on their record for which a person can be debarred as described in Section 306 (a) or 306 (b) of the Federal Food, Drug and Cosmetic Act. ELAN further certifies that should ELAN or any person employed by ELAN be convicted in the future, of any act for which a person can be debarred as described in Section 306 (a) or 306 (b) of the Federal Food Drug and Cosmetic Act, ELAN shall immediately notify COMPANY of such conviction. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 7. ELAN shall assume the sole and entire responsibility and shall indemnify and save harmless COMPANY from any and all claims, liabilities, expenses, including reasonable attorney’s fees, responsibilities and damages by reason of any claim, proceedings, action, liability or injury arising out of any faults of the PRODUCT resulting from the preparation, manufacture, packaging, storage, or handling of the PRODUCT by ELAN, (including the distribution, marketing or sale of the PRODUCT if ELAN or any sub-licensee appointed by ELAN is neither gross nor deliberatemarketing the PRODUCT) to the extent that it was caused by the negligence or wrongful acts or omissions on the part of ELAN or any sub-contractor appointed by ELAN. 8. COMPANY shall assume the sole and entire responsibility and shall indemnify and save harmless ELAN from any and all claims, liabilities, expenses, including reasonable attorney’s fees, responsibilities and damages by reason of any claim, proceedings, action, liability or injury arising out of any faults of the PRODUCT resulting from the transport, packaging, storage, handling, distribution, regulatory filing, marketing or sale of the PRODUCT by COMPANY (including the preparation or manufacture of the PRODUCT if COMPANY or any sub-contractor appointed by COMPANY is manufacturing the PRODUCT), to the extent that it was caused by the negligence or wrongful acts or omissions on the part of COMPANY or any sub-contractor appointed by COMPANY. 9. As a condition of obtaining an indemnity in the circumstances set out in this Agreement, the party seeking an indemnity shall: 9.1. fully and promptly notify the other party of any claim or proceeding, or threatened claim or proceeding; 9.2. permit the indemnifying party to take full care and control of such claim or proceeding; 9.3. assist in the investigation and defence of such claim or proceeding; 9.4. not compromise or otherwise settle any such claim or proceeding without the prior written consent of the other party, which consent shall not be unreasonably withheld; and 9.5. take all reasonable steps to mitigate any loss or liability in respect of any such claim or proceeding. 10. Notwithstanding anything to the contrary in this Agreement, ELAN and COMPANY shall not be liable to the other by reason of any representation or warranty, condition or other term or any duty of common law, or under the express [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. terms of this Agreement, for any consequential or incidental loss or damage (whether for loss of profit or otherwise) and whether occasioned by the negligence of the respective parties, their employees or agents or otherwise. 11. ELAN represents and warrants that Elan Corporation plc will provide Elan Pharma Limited, Elan Pharma Inc. or any other subsidiaries with a licence and the rights to manufacture the PRODUCT in accordance with the terms of this Agreement.

Warranty and Indemnity. 8.01 The NFB warrants that 14.1 Nothing in this Contract shall render the Client liable to indemnify the Consultant in respect of any materials supplied loss liability or damage of any kind incurred by the Consultant save where such loss liability or damage is due to the director negligent act or omission of the Client. 14.2 The Consultant hereby indemnifies and will keep indemnified the Client against all claims, actions and demands whatsoever and howsoever arising which may at any time be made in respect of the injury to or death of any persons or loss or destruction of or damage to any property and any other claims or liabilities arising from or in connection with the performance of the Service or any defect in the Service or any breach by the NFB for incorporation Consultant of any of the terms of this Contract which arises out of the acts defaults or omissions of the Consultant, their sub-contractors, staff, agents or employees be these wilful, negligent or otherwise and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever suffered or incurred in the Productionrespect thereof or in relation thereto 14.3 The Consultant warrants that: (a) do not infringe all information representations and other matters of fact communicated to the copyright of another; (b) do not defame any person; (c) do not invade Client by the privacy of any person, 8.02 The director warrants that, Consultant are true to the best of his knowledge, its knowledge and complete and accurate in all respects; b) it is entitled to use and disseminate all or any of the information and belief, any materials supplied to the NFB used by the director for incorporation Consultant in carrying out the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends Service and agrees to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB Client in respect of all costs claims actions demands and proceedings made against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced it by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim third parties as a result of which a breach by the other party’s indemnity might be invoked, shall promptly notify the other Consultant of such claim giving the other party full details thereof including copies this warranty or any copyright or on account of all documents received in connection therewith. The existence infringement of any such claim shall not relieve other protected right contained therein; c) it has the NFB full capacity and authority and all necessary registrations, approvals and consents to enter into and perform this Contract and that this Contract is executed by a duly appointed and authorised representative of the obligation to pay Consultant; d) all obligations of the director any monies due the director Consultant pursuant to this contract. 8.06 Neither party Contract shall be deemed to have waived their respective rights to defend themselves against any claim performed and rendered by appropriately experienced, qualified and trained staff with all due skill, care and diligence; and e) the other, for costs or damages arising out of a settlement Consultant is not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal actionor statutory obligation or requirement which default might have a material adverse effect on its business, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnessesassets or financial condition or its ability to observe or perform its obligations under this Contract. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all content provided to the director by the NFB for incorporation Excite or made available to third parties in the Production:connection with this Agreement. (a) do not infringe the copyright of another; (b) do not defame any person;Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. (c) do not invade the privacy of Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from the breach of any warranty, participating representation or covenant in obtaining this Agreement. Sponsor will promptly notify Excite of any and presenting evidence all such claims and enlisting will reasonably cooperate with Excite with the participation of witnessesdefense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB shall be answerable only for harm caused to a d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party through claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the fault Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the director/first assistant directordefense and/or settlement thereof; provided that, inasmuch as said fault is neither gross nor deliberateif any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB a) Content Provider warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all Content provided to the director by the NFB for incorporation in the Production:Excite hereunder. (a) do not infringe the copyright of another; (b) do not defame any person;Except for the Content, Excite warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement the Content Pages and Broadcast Pages. (c) do not invade the privacy of Content Provider will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: (i) Its breach of any warranty, participating representation or covenant in obtaining this Section 8; or (ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or (iii) Any claim that the Content and/or its display on the Excite Network violate any state, federal or local laws, regulations or statues, including but not limited to, restrictions on the practice of medicine; or (iv) Any claim of personal injury or product liability with respect to the Content displayed to consumers on the Excite Network. Excite will promptly notify Content Provider of any and presenting evidence all such claims and enlisting will reasonably cooperate with Content Provider with the participation of witnessesdefense and/or settlement thereof, which defense and/or settlement shall be controlled by Content Provider, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB d) Excite will indemnify, defend and hold harmless Content Provider, its affiliates, officers, directors, employees, consultants and agents from any and all third, party claims, liability, damages and/or costs (including but not limited to, attorneys fees) arising from: (i) Its breach of any warranty, representation or covenant in this Section 8; or (ii) Any claim arising from content displayed on the Excite Network other than the Content, and any claim arising from any modification made to the Content by Excite or by Content Provider at the direction of Excite. Content Provider will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof, which defense and/or settlement shall be answerable only for harm caused controlled by Excite, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to a third party through the fault of the director/first assistant directoror prejudices or detrimentally impacts Content Provider in any way and such obligation, inasmuch as said fault is neither gross nor deliberateliability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Content Provider's written consent (not to be unreasonably withheld or delayed) and Content Provider may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB Licensor represents and warrants that it has the right to grant this license for the telecasting of the pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below), and that such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any materials supplied to the director by the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants thatand all claims, to the best of his knowledgedamages, information and beliefliabilities, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not beencosts or expenses, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any attorney's fees and expenses, incurred by Licensee by reason of the breach of the director foregoing warranty, as evidenced by a final decision provided, however, Licensor shall not be liable for loss of a tribunal profits or a court consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of competent jurisdictionan alleged breach of the foregoing, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invokedwarranty, shall provided, however, that Licensee notifies Licensor promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB or of the obligation commencement of any such action or proceedings, delegates complete and sole authority to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights Licensor to defend themselves against or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any claim by the otherand all claims, for damages, liabilities, costs or damages expenses, including reasonable attorney's fees and expenses arising out of a settlement not consented to or in writing connection with the use by the indemnifying party. 8.07 Court costs Licensee, its successors, assigns and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault sublicensees of the director/first assistant directorprints or pictures hereunder, inasmuch as said fault is neither gross nor deliberateor arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's part.

Warranty and Indemnity. 8.01 The NFB a) Each of FairMarket and Excite warrants that it owns, or has obtained all necessary rights to distribute and make available as specified in this Agreement, any materials supplied and all information, service or content provided to the director by the NFB for incorporation other party or made available to third parties in connection with this Agreement, including without limitation in the Production:case of FairMarket, the FairMarket Auction Service(s). (a) do not infringe the copyright of another; (b) do not defame Auction Services Provider warrants that the Co-Branded Site will comply with the description and technical specifications as contemplated by this Agreement and all Exhibits. FairMarket represents and warrants that the Co-Branded Site, the FairMarket Auction Services and or any person;other software or content supplied by FairMarket hereunder is designed to be used prior to, during and after the calendar year 2000 A.D., and that the software will operate during each such time period without error relating to date data. (c) do not invade the privacy Each of any person, 8.02 The director warrants thatFairMarket and Excite will indemnify, to the best of his knowledge, information defend and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which hold harmless the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other its affiliates, officers, directors, employees, consultants and agents from any and all third party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the otherclaims, for liability, damages and/or costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, (including, but not limited to, attending hearingsreasonable attorneys fees) arising from: i) The breach of any warranty, participating representation or covenant by FairMarket or Excite, as applicable, in obtaining this Agreement; or ii) Any claim that the Co-Branded Site or any all information, service or content provided to Excite or FairMarket, as applicable or made available to third parties by FairMarket or Excite, as applicable, in connection with this Agreement infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. A party seeking indemnification hereunder will promptly notify the other party of any and presenting evidence all such claims and enlisting will reasonably cooperate with such other party in the participation of witnessesdefense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the indemnified party in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require the indemnified party's written consent (not to be unreasonably withheld or delayed) and the indemnified party may, at its sole cost and expense, have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant directord) EXCEPT AS SPECIFIED IN THIS AGREEMENT, inasmuch as said fault is neither gross nor deliberateINCLUDING ALL EXHIBITS, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB 11.1. Each party represents and warrants that neither the execution or performance by such party of this Agreement, nor the consummation of any materials supplied transactions herein does or will violate any law, order, regulation or ruling applicable to the director by the NFB for incorporation in the Production: such party or its efforts hereunder. In addition, Wink represents and warrants that (a) do not infringe as of the copyright of another; Effective Date, no action or proceeding alleging intellectual property infringement by the Wink Engine has been threatened or is proceeding against Wink (nor, insofar as Wink is aware, against any entity from which Wink has obtained any rights related to the Wink Engine), (b) do not defame any person; it has the right to license the Intellectual Property Rights in and to the Wink Engine to CE Manufacturer and (c) do the Licensed Engine Product does not invade the privacy of infringe upon or violate any person, 8.02 The director warrants thatthird party copyright, trade secret, trademark or any U.S. patent right where such patent has been granted prior to the best Effective Date. CE Manufacturer's exclusive remedy, and Wink's sole liability, for a breach by Wink of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: warranties of subsections (a) do not infringe the copyright of another; ), (b) do not defame any person; and (c) do not invade the privacy of any personabove shall be Wink's indemnity set forth in this Section 11. 8.03 The director must inform the NFB if he intends 11.2. Wink agrees to use in the Production defend, or at its option to settle, any creative material that has not beenclaim, to his knowledgesuit, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB action or proceeding brought against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced CE Manufacturer by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either third party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invokedWink's breach of its warranties under 12.l(b) and (c) above (an "Action"), shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation and to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves settlement or final judgment entered thereon against any claim by the otherCE Manufacturer, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions limitations set forth hereafter. Wink shall be relieved of article 8.08its obligations hereunder unless CE Manufacturer gives Wink (i) prompt written notice upon becoming aware of the existence of an Action, (ii) sole control over the NFB shall bear any court costs defense or legal expenses to which settlement of the director/first assistant director Action and (iii) reasonable assistance in the defense or his heirs settlement thereof. If it is, or estate, as in the case opinion of Wink may be, exposes himself through determined by competent authority that the execution Licensed Engine Product or any part thereof, or the sale, distribution or use thereof as permitted hereunder infringes any third party intellectual property rights warranted in section 11.1(c) or is enjoined, then Wink at its sole option and expense may (a) procure for CE Manufacturer the right under such third party intellectual property rights listed in section 11.1(c) to use, reproduce and distribute the Licensed Engine Product or such part thereof or such trademark; (b) replace the Licensed Engine Product or such part thereof or such trademark with other suitable software or trademark without material degradation in performance or functionality; (c) suitably modify the Licensed Engine Product or such part thereof or such trademark to avoid infringement without material degradation in performance or functionality; or (d) if none of his contractthe foregoing are commercially reasonably feasible, provided that that director/first assistant director gives prompt notice terminate this Agreement. 11.3. The foregoing indemnity shall not apply to an Action to the NFB extent it arises out of (i) any modification of the Licensed Engine Product by a claim party other than Wink or legal actionon Wink's behalf, and (ii) any combination of the Licensed Engine Product with hardware and/or software not supplied by Wink (except the hardware of the CE Manufacturer Device), which infringement does not cover the Wink Engine standing alone, or (iii) any trademarks, trade names or other brandings not supplied by Wink. As used in Subsection 11.3(i), "on Wink's behalf' shall mean that he assures the NFB of his full cooperation in the defence against said claim Wink has given its written authorization for CE Manufacturer or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberateto perform such modifications.

Warranty and Indemnity. 8.01 The NFB a) Content Provider warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all content provided to the director by the NFB for incorporation Excite or made available to third parties in the Production:connection with this Agreement. [XXXXX] CONFIDENTIAL TREATMENT REQUESTED OMMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (a) do not infringe the copyright of another; (b) do not defame Content Provider will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person; (c) do not invade the privacy of any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: i) The breach of Section 11(a); ii) Any claim that the Co-Branded Content and/or Partner Co- Branded Pages infringes or violates any third party's copyright, participating in obtaining and presenting evidence and enlisting patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the participation of witnesses▇▇▇▇▇▇▇.▇▇▇ other than the Co-Branded Content and/or Partner Co-branded Pages. 8.08 Exclusion The NFB a) Excite will promptly notify Content Provider of any and all such claims and will reasonably cooperate with Content Provider with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be answerable only for harm caused unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to a third party through the fault of the director/first assistant directorsuch claim. b) EXCEPT AS SPECIFIED IN THIS AGREEMENT, inasmuch as said fault is neither gross nor deliberateNEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do Producer hereby warrants and represents that it has the right to enter into this Agreement and grant all rights herein granted and to fully perform all its obligations hereunder; that it owns or controls and will own or control all rights relating to HBO's distribution, exhibition or exploitation of the Development Materials or Program; that no portion of the Development Materials shall infringe upon or violate the right of privacy of, or right of publicity of, or constitute a libel or slander against, or defame, or violate any copyright, trademark or service mark, common law or any other right of, any person, firm or corporation; that Producer shall employ writers who shall be the sole authors of the Development Materials and that all such Development Materials shall be original with them and not infringe copied in whole or in part from any other work or are in the copyright public domain or otherwise controlled and owned by Producer; that all such writers employed by Producer shall enter into written agreements which shall provide that such work is specifically ordered or commissioned as a work made-for-hire and that there are no liens, claims or encumbrances whatsoever adversely affecting, or that would or might in any way prejudice, Producer's grant of another;rights to HBO herein. (b) do not defame Producer assumes liability for, and shall indemnify, defend, protect, save and hold harmless HBO and TWE, their partners, divisions, subsidiary and affiliated divisions and companies, distributors, assigns, licensees and the respective shareholders, directors, officers, employees and agents of the foregoing (the "HBO Indemnified Parties") from and against any person; and all claims, actions, suits, costs liabilities, judgments, obligations, losses, penalties, expenses or damages (cincluding, without limitation, legal fees and expenses) do not invade of whatsoever kind and nature, imposed on, incurred by or American Artists Film Corp. As of October 5, 1998 Page 5 asserted against any of the privacy HBO Indemnified Parties, arising out of any person, 8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB breach or alleged breach by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy Producer of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not beenof its representation, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced covenant made or obligation assumed, by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director Producer pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the Agreement. The provisions of article 8.08this subparagraph 8(b) shall apply, the NFB shall bear any court costs or legal expenses without limitation, to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence claims brought by HBO against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnessesProducer. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB 8.1 Each party represents and warrants that any materials supplied to the director by the NFB for incorporation in the Production: other that (a) do not infringe it has full power and authority to enter into this Agreement and to grant the copyright of another; licenses provided herein and (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants thatthis Agreement has been duly authorized, to the best of his knowledge, information executed and belief, any materials supplied to the NFB delivered by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any personsuch party. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall 8.2 Each party will indemnify the NFB other against any and all damages claims, losses, liabilities, costs and costs (expenses, including reasonable legal feesattorneys' fees (collectively, "Claims") resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim other may incur as a result of any third party actions arising from or relating to: (a) a breach of a party's representations, warranties or covenants contained in this Agreement; or (b) infringement by any of the indemnifying party's Marks or Content of a U.S. patent, copyright, trademark or other intellectual property right of a third party or misappropriation of any third party trade secret, except where such ▇▇▇▇ or Content has been modified without authorization, and such modification is the basis of the Claim; such indemnification will be the indemnifying party's sole and exclusive obligation and the indemnified party's sole and exclusive remedy as a result of any third party actions arising from the matters described herein. In addition, FairMarket agrees to indemnify, defend and hold eBay harmless in the event of any third party Claim that the FairMarket Service or the FairMarket Technology infringes the intellectual property rights of any third party, including but not limited to patent, copyright, or trademark, except for Claims under the Commerce Services Agreement dated as of February 28, 2002 between the parties with respect to the BKRewards site, which shall continue to be governed by the other party’s indemnity might be invoked, terms of that agreement. 8.3 A party seeking indemnification under Section 8.2 shall promptly notify the other party in writing of any and all such claim giving the claims and shall reasonably cooperate with such other party full details thereof including copies of in the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the indemnified party in any way, then such settlement shall require the indemnified party's prior written consent (not to be unreasonably withheld or delayed) and the indemnified party may, at its sole cost and expense, have its own counsel in attendance at all documents received in connection therewith. The existence of any proceedings and substantive negotiations relating to such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contractclaim. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other8.4 EXCEPT AS SPECIFIED IN THIS AGREEMENT, for costs or damages arising out of a settlement not consented to in writing by the indemnifying partyINCLUDING ALL EXHIBITS HERETO, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB 6.1 ICS warrants that it has the right to use and license the use of the design provided by Customer and processes provided by Customer and hereby grants to CSM the right to use the aforesaid design and processes for the performance of its obligations under this Agreement and the Manufacturing Agreement. 6.2 ICS shall indemnify, hold harmless and defend CSM against any materials supplied to claims that Customer's products or a process or design licensed from or otherwise provided by Customer and used by CSM for the director by the NFB for incorporation in the Production: (a) do not infringe the copyright performance of another; (b) do not defame any person; (c) do not invade the privacy its obligations under this Agreement is an infringement of any person, 8.02 The director warrants thatletters patent or other intellectual property rights, to the best of his knowledgeincluding, information and beliefwithout limitation, any materials supplied to infringement based on specifications furnished by Customer or resulting from the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy use of any personequipment or process specified by Customer. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director 6.3 CSM shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice notify ICS of any claim as a result of which infringement or of commencement of any suit, action, or proceedings alleging infringement of any intellectual property rights of any third party forthwith after receiving notice thereof. ICS shall have the other party’s indemnity might be invoked, shall promptly notify right in its sole discretion and at its expense to participate in the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence defence of any such claim claim, suit, action or proceedings and in any and all negotiations with respect thereto. 6.4 CSM shall not relieve indemnify, hold harmless and defend ICS against any claims that the NFB of the obligation to pay the director any monies due the director wafers manufactured by CSM pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective Agreement using manufacturing processes provided by CSM for the performance of its obligations under this Agreement is an infringement of any letters patent or other intellectual property rights to defend themselves against of any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying third party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 6.5 ICS shall notify CSM of any claim of infringement or subject to the provisions of article 8.08commencement of any suit, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, or proceedings alleging infringement of any intellectual property rights of any third party forthwith after receiving notice thereof. CSM shall have the right in its sole discretion and that he assures the NFB of his full cooperation at its expense to participate in the defence against said claim of any such claim, suit, action or legal action, including, but not limited to, attending hearings, participating proceedings and in obtaining any and presenting evidence and enlisting the participation of witnessesall negotiations with respect thereto. 8.08 Exclusion The NFB 6.6 ICS hereby agrees that in the event that CSM is required to make any payments, including without limitation, licence fees or royalty payments, to any third party in respect of any of CSM's manufacturing processes used by CSM in the performance of its obligations under this Agreement, CSM shall be answerable only for harm caused entitled to a third party through adjust the fault pricing of the director/first assistant director, inasmuch as said fault is neither gross nor deliberatewafers supplied to Customer accordingly. Such adjustment shall be effective upon CSM giving to ICS not less than 3 months' prior written notice thereof.

Warranty and Indemnity. 8.01 The NFB Licensor represents and warrants that (i) it has the right to grant this license for the telecasting of the Pictures herein specified, including the sound tracks forming a part thereof, and that Licensee's exercise of the rights granted hereunder will not violate the right of others, including without limitation trademark, copyright, privacy or publicity; (ii) each of the Pictures is, or upon delivery will be, completely finished, fully edited and titled and fully synchronized with dialogue, sound and music and in all respects ready and of technical quality, adequate for commercial television exhibition; (iii) each picture consists, or upon delivery will consist, of a continuous and connected series of scenes, telling or presenting a story, free from any materials supplied obscene material and suitable for television exhibition; (iv) Licensor has the right and authority to grant all rights granted to Licensee hereunder. Licensor has not sold, assigned, licensed, granted, encumbered or utilized any Picture or any of the director by the NFB for incorporation literary or musical properties used in the Production: Pictures in any way that may negatively affect or impair the rights, licenses and privileges granted to Licensee, and Licensor will not do so during the Term; and (av) do not infringe all claims and rights of owners of copyright or other rights appearing, used or recorded in each Picture have been, or prior to delivery will be, fully paid and discharged. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the copyright of another; (b) do not defame any person; (c) do not invade the privacy breach of any person, 8.02 The director warrants thatwarranty, representation or agreement made by Licensor hereunder, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to the best defend at its own expense any action or proceedings arising out of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any an alleged breach of the director foregoing, warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdictionprovided, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invokedhowever, shall that Licensee notifies Licensor promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB or of the obligation commencement of any such action or proceedings, delegates complete and sole authority to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights Licensor to defend themselves against or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any claim by the otherand all claims, for damages, liabilities, costs or damages expenses, including reasonable attorney's fees and expenses arising out of a settlement not consented to or in writing connection with the use by the indemnifying party. 8.07 Court costs Licensee, its successors, assigns and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault sublicensees of the director/first assistant directorprints or pictures hereunder, inasmuch as said fault or arising out of or by reason of any breach of any warranty, representation or agreement made by Licensee hereunder, other than such items for which Licensor is neither gross nor deliberateobligated to indemnify Licensee hereunder.

Warranty and Indemnity. 8.01 The NFB 9.1 Each Party represents and warrants that any materials supplied to the director by other Party as of the NFB for incorporation in Effective Date that it has the Production:right to enter into this Services Agreement. (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that, 9.2 In addition to the best of his knowledgeindemnification obligations set forth in Article 9.5, information EDDI shall defend, indemnify and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB hold harmless MAP against all damages and costs any claims, damages, losses, liabilities, settlement amounts and expenses (including reasonable legal attorneys’ fees) resulting from made or brought against MAP by a Third Party insofar as they arise out of or in connection with any material breach by EDDI of any of its representations, warranties or obligations under this Services Agreement. 9.3 In addition to the indemnification obligations set forth in Article 9.4 of the director warrantyLicense Agreement, as evidenced MAP shall defend, indemnify and hold harmless EDDI against all and any claims, damages, losses, liabilities, settlement amounts and expenses (including reasonable attorneys’ fees), made or brought against EDDI by a final decision Third Party insofar as they arise out of or in connection with any material breach by MAP of any of its representations, warranties or obligations under this Services Agreement. 9.4 The provisions of Articles 9.4 and 9.5 of the License Agreement are hereby incorporated by reference to apply to this Services Agreement. 9.5 EXCEPT AS SET FORTH IN THIS ARTICLE 9, ALL REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR IMPLIED ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. 9.6 THE MAXIMUM AGGREGATE CUMULATIVE LIABILITY OF EDDI UNDER THIS SERVICES AGREEMENT IN RESPECT OF ANY INDEMNIFICATION OBLIGATION OR OTHERWISE IS SUBJECT TO THE LIMITATIONS SET FORTH IN CLAUSE 9.8 OF THE LICENSE AGREEMENT. 9.7 EXCEPT WITH RESPECT TO THE INDEMNIFICATION FOR THIRD PARTY CLAIMS PROVIDED FOR IN THIS ARTICLE 9, EDDI AND MAP SHALL NOT BE LIABLE TO THE OTHER BY REASON OF ANY REPRESENTATION OR WARRANTY, CONDITION OR OTHER TERM OR ANY DUTY OF COMMON LAW, OR UNDER THE EXPRESS TERMS OF THIS SERVICES AGREEMENT, FOR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL OR PUNITIVE LOSS OR DAMAGE (WHETHER FOR LOSS OF CURRENT OR FUTURE PROFITS, LOSS OF ENTERPRISE VALUE OR OTHERWISE) AND WHETHER OCCASIONED BY THE NEGLIGENCE OF THE RESPECTIVE PARTIES, THEIR EMPLOYEES OR AGENTS OR OTHERWISE. 9.8 Where this Services Agreement provides for the indemnification of a tribunal or a court Party, such indemnification shall also apply for the benefit of competent jurisdictionsuch Party’s Affiliates and the employees, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice officers, directors and agents of any claim as a result of which them, acting in such capacity. Provided however, for the other party’s indemnity might be invokedavoidance of doubt, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim indemnification shall not relieve apply for the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out benefit of a settlement not consented to in writing by the indemnifying partySublicensee. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB 6.1 deCODE represents and warrants that it is the sole and exclusive owner of the Licensed Patents, that it has the right to grant the license to Celera and its Affiliates under this Agreement, and it is not a party to any materials supplied existing assignments, grants, licenses, encumbrances, obligations or agreements, written or oral, inconsistent with this Agreement, and that no Licensed Patent has been mortgaged, pledged, assigned for security purposes, encumbered or otherwise conveyed as collateral to the director by the NFB for incorporation secure any obligation. 6.2 Nothing in the Productionthis Agreement will be construed as: (a) do not infringe a warranty or representation by either party as to the copyright validity, enforceability or scope of another;any Licensed Patent; or (b) do not defame any person;a warranty or representation by either party that anything made, used, sold, or otherwise disposed of pursuant to this Agreement is or will be free from infringement of patents or other intangible rights of third parties; or (c) do not invade an obligation by either party to furnish any manufacturing or technical information except as specifically provided herein; or (d) granting by implication, estoppel, or otherwise, any license or rights under patents, trade secrets, knowhow, copyrights, or other intangible rights of deCODE other than the privacy Licensed Patents. 6.3 deCODE makes no representations, extends no warranties of any person,kind, either express or implied, and assumes no responsibilities whatever with respect to manufacture, use, sale or other disposition by Celera, its Affiliates or its distributors or its customers or transferees or their customers of products or methods incorporating or made by use of Licensed Patents licensed under this Agreement. 8.02 The director warrants that6.4 CELERA HEREBY WAIVES, to the best of his knowledgeRELEASES AND RENOUNCES ANY AND ALL WARRANTIES, information and beliefGUARANTEES, any materials supplied to the NFB by the director for incorporation in the Production: OBLIGATIONS, LIABILITIES, RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE USEFULNESS OR FREEDOM FROM DEFECTS OF THE LICENSED PATENTS, INCLUDING, BUT NOT LIMITED TO, (a) do not infringe the copyright of another; ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, (b) do not defame any person; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN THE TRADE, and (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not beenANY OBLIGATION, to his knowledgeRIGHT, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs LIABILITY, CLAIM OR REMEDY FOR (including reasonable legal fees1) resulting from any breach of the director warrantyLOSS OF USE, as evidenced by a final decision of a tribunal or a court of competent jurisdictionREVENUE OR PROFIT, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invokedOR ANY OTHER DAMAGES, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action(2) INFRINGEMENT OF THIRD PARTY INTANGIBLE PROPERTY RIGHTS, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses(3) INCIDENTAL OR CONSEQUENTIAL DAMAGES. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB A. IDI® and the Materials are based on the relevant research and insights of Company and its constituent members. Except as expressly provided in this License, neither Company nor any of its members make any claim or warranty regarding the use of the Materials or the fitness or suitability of same for QA’s use, and QA remains solely responsible for the appropriate use of such Materials. B. Company warrants that it owns, or has obtained the right to make available to QA for the uses contemplated in this License, the Materials. Company agrees to indemnify, defend, and hold harmless QA, its employees, agents, and affiliates, from any materials supplied and all claims, causes of actions, losses, damages, judgments, and liabilities (including reasonable attorneys’ fees and costs) arising from (i) a breach of the foregoing warranty; or (ii) any claim that the Materials infringe or violate any third party’s intellectual property rights. C. QA agrees to indemnify, defend, and hold harmless Company and its members, officers, employees and agents from and against any and all claims, damages, losses, liabilities, and expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to, directly or indirectly, the director by QA’s, its clients, agents, and/or representatives’ (i) use of the NFB for incorporation in the Production:Materials; (ii) misuse of Data; (iii) breach of this License; or (iv) violation of any international, federal, state or local law, regulation, or ordinance. D. NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY IN THIS LICENSE, IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS LICENSE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY: (a) do not infringe the copyright of another; LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) do not defame any person; IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE MATERIALS; (c) do not invade the privacy of any person, 8.02 The director warrants thatLOSS, to the best of his knowledgeDAMAGE, information and beliefCORRUPTION OR RECOVERY OF DATA, any materials supplied to the NFB by the director for incorporation in the Production: OR BREACH OF DATA OR SYSTEM SECURITY; (ad) do not infringe the copyright of another; COST OF REPLACEMENT GOODS OR SERVICES; (be) do not defame any person; LOSS OF GOODWILL OR REPUTATION; OR (cf) do not invade the privacy of any personCONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not beenE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THIS LICENSE, to his knowledgeWHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, commissioned by the NFB for this ProductionTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID BY QA TO COMPANY UNDER THIS LICENSE IN THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame Cyberian will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person; (c) do not invade the privacy of any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: i) The breach of any warranty, participating representation or covenant in obtaining this Agreement; ii) Any claim that Cyberian's advertising banners infringe or violate any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contain any defamatory content; iii) Any claim arising from any product or service offered through the Cyberian Site; or iv) Any claim arising from content displayed on the Cyberian Site. Excite will promptly notify Cyberian of any and presenting evidence all such claims and enlisting will reasonably cooperate with Cyberian with the participation of witnessesdefense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excites written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB shall be answerable only for harm caused to a b) Excite will indemnify, defend and hold harmless Cyberian, its affiliates, officers, directors, employees, consultants and agents from any and all third party through claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim arising from content displayed on the fault Excite Network. Cyberian will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the director/first assistant directordefense and/or settlement thereof; provided that, inasmuch as said fault is neither gross nor deliberateif any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Cyberian in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Cyberian's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. c) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPUED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB a) Each of FairMarket and Excite warrants that it owns, or has obtained all necessary rights to distribute and make available as specified in this Agreement, any materials supplied and all information, service or content provided to the director by the NFB for incorporation other party or made available to third parties in connection with this Agreement, including without limitation in the Production:case of FairMarket, the FairMarket Auction Service(s). (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy Each of any person, 8.02 The director warrants thatFairMarket and Excite will indemnify, to the best of his knowledge, information defend and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which hold harmless the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other its affiliates, officers, directors, employees, consultants and agents from any and all third party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the otherclaims, for liability, damages and/or costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, (including, but not limited to, attending hearingsreasonable attorneys fees) arising from: i) The breach of any warranty, participating representation or covenant by FairMarket or Excite, as applicable, in obtaining and presenting evidence and enlisting this Agreement; or ii) Any claim that the participation Excite Outlet Center or any all information, service or content provided to Excite or FairMarket, as applicable or made available to third parties by FairMarket or Excite, as applicable, in connection with this Agreement infringes or violates any third party's copyright, patent, trade secret, trademark, right of witnessespublicity or right of privacy or contains any defamatory content. 8.08 Exclusion The NFB iii) A party seeking indemnification hereunder will promptly notify the other party of any and all such claims and will reasonably cooperate with such other party in the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the indemnified party in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require the indemnified party's written consent (not to be answerable only for harm caused unreasonably withheld or delayed) and the indemnified party may, at its sole cost and expense, have its own counsel in attendance at all proceedings and substantive negotiations relating to a third party through the fault of the director/first assistant directorsuch claim. c) EXCEPT AS SPECIFIED IN THIS AGREEMENT, inasmuch as said fault is neither gross nor deliberateINCLUDING ALL EXHIBITS, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied (a) Contractor hereby represents, warrants, and covenants to the director by the NFB for incorporation in the ProductionAdial that: (ai) do it has full right and authority to perform Contractor’s obligations under this Agreement and the right to use all Contractor Property to perform the services to be provided by it to Adial and such use will not infringe any third party rights; (ii) it has neither assigned nor otherwise entered into any agreement which purports to assign or transfer any interest in any intellectual property right that would conflict with Contractor’s obligations hereunder, and that Contractor shall not enter into any such agreement during the copyright term of anotherthis Agreement; (iii) it is duly organized, validly existing, and in good standing under the laws of the state of its jurisdiction; (iv) it has the power and authority to operate its property and assets and to conduct its business as it now being conducted; (v) it is in and will remain in compliance with all applicable federal, state, and local laws and regulations and has obtained all necessary licenses, permits, consents, approvals, and authorizations in connection with is performance hereunder; (vi) it has the necessary facilities, equipment, know-how, and personnel to satisfy its obligations hereunder; (vii) to the extent applicable hereunder, it shall produce all products in conformance with the current Good Manufacturing Practice (cGMP) regulations and guidelines as promulgated by the United States Food and Drug Administration including, without limitation, 21 CFR Part 210; and (viii) any documentation or reports provided to Adial shall be accurate and complete. (ix) Contractor represents and warrants that it shall not employ, contract with, or retain any person directly or indirectly to perform the services under this Agreement if such person is under investigation by the FDA for debarment or is presently debarred by the FDA pursuant to the Generic Drug Enforcement Act of 1992, as amended (21 U.S.C. § 301, et seq.). In addition, Contractor represents and warrants that it has not engaged in any conduct or activity which could lead to any such debarment actions. If during the term of this Agreement, Contractor or any person employed or retained by it to perform the services (i) comes under investigation by the FDA for a debarment action, (ii) is debarred, or (iii) engages in any conduct or activity that could lead to debarment, Contractor shall immediately notify Adial of the same. (x) Contractor will not, in the course of conducting the services, infringe or misappropriate, and that neither the Work Product nor any element thereof will infringe or misappropriate, any intellectual property right of any third party. (xi) the Services performed and the Work Product will fully conform to the specifications, requirements, and other terms in the applicable statement of work and this Agreement. In the event of a breach of this warranty, without limiting any other rights or remedies Adial may have, Contractor shall, at Adial’s option, promptly re-perform the non-conforming services at no additional charge to Adial or refund all payments previous made by Adial under the applicable statement of work. (xii) Contractor shall promptly take all action necessary to ensure that (x)BBCET is compliant with all requests of any regulatory agencies, clinical sites and third party vendor requests (y) any deficiencies with BBCET discovered by Adial or any third party are promptly corrected and (z) that BBCETcan be used as anticipated by Company in its clinical trials. (b) do Contractor shall indemnify and hold harmless Adial and its subsidiaries, parent company, commonly held entities, and their respective directors, officers, employees and agents (“Adial Indemnitees”) from any claim, loss, or expense (“Claims”)incurred or arising from Contractor’s negligence, willful misconduct, or breach of this Agreement or any statement of work or any alleged infringement or misappropriation of third party intellectual property rights in connection with the performance of any services. Such indemnity shall not defame apply if Adial fails to comply with the indemnification procedures set forth in Section 6, or to the extent that a Claim arises out of or results from (i) the negligence, gross negligence, or intentional misconduct on the part of any person;of the Adial Indemnitees, (ii) a failure of any one of the Adial Indemnitees to comply with the applicable statement of work, applicable law, and/or the terms and conditions of this Agreement, or (iii) a breach of Adial’s obligations, covenants, representations, or warranties under this Agreement. (c) do Adial shall indemnify and hold harmless Contractor and its subsidiaries, parent company, commonly held entities, and their respective directors, officers, employees and agents (“Contractor Indemnitees”) from any Claim, incurred or arising from Adial’s negligence, willful misconduct, or breach of this Agreement. Such indemnity shall not invade apply if Contractor fails to comply with the privacy indemnification procedures set forth in Section 6, or to the extent that a Claim arises out of or results from (i) the negligence, gross negligence, or intentional misconduct on the part of any person, 8.02 The director warrants thatof the Contractor Indemnitees, (ii) a failure of any one of the Contractor Indemnitees to comply with the best applicable statement of his knowledgework, information Adial’s instructions, applicable law, and/or the terms and belief, any materials supplied to the NFB by the director for incorporation conditions of this Agreement in the Production:performance of the services, or (iii) a breach of Contractor’s obligations, covenants, representations, or warranties under this Agreement. (ad) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other Each party’s indemnity might be invokedagreement to indemnify, shall promptly notify the other of such claim giving defend and hold the other party harmless is conditioned on the indemnified party (i) providing written notice to the indemnifying party of any Claim for which it is seeking indemnification hereunder promptly after the indemnified party has knowledge of such claim; (ii) permitting the indemnifying party to assume full details thereof including copies of all documents received responsibility to investigate, prepare for and defend against any such Claim or demand; (iii) assisting the indemnifying party, at the indemnifying party’s reasonable expense, in connection therewith. The existence the investigation of, preparation for and defense of any such claim shall Claim or demand; and (iv) not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs compromising or damages arising out of a settlement not consented to in writing by settling such Claim or demand without the indemnifying party’s written consent. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB Grant Recipient represents and warrants that any materials supplied the Application is its original work and, as such, the Grant Recipient is the sole and exclusive owner and rights holder of the submitted Application and that it has the right to submit the director by the NFB for incorporation Application in the Production: Challenge and grant all required licenses. The Grant Recipient further represents and warrants that the Application does not (a1) do not infringe any third party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including, without limitation, copyright, trademark, patent, trade secret, privacy, publicity or confidentiality obligations; or (2) otherwise violates applicable state, federal or local laws. By accepting the copyright Grant, the Grant Recipient acknowledges that neither KaBOOM! nor its Funding Partner nor their respective subsidiaries and affiliates, and their officers, directors, employees or agents shall be liable for any acts, omissions, injuries, errors or damages, whether direct, indirect, incidental or consequential, associated with the use of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 Grant. The director warrants thatGrant Recipient irrevocably and unconditionally agrees, to the best of his knowledge, information and belief, any materials supplied to the NFB fullest extent permitted by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not beenlaw, to his knowledgedefend, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB indemnify, and hold harmless KaBOOM!, its Funding Partner, their respective subsidiaries and affiliates, and their respective officers, directors, employees and agents, from and against any and all losses, liabilities, investigations, inquiries, claims, suits or damages (including incidental, consequential, special and costs punitive damages) and expenses (including reasonable legal attorneys' fees) resulting directly, indirectly, wholly, or partially arising from or in connection with any breach act or omission of the director warrantyGrant Recipient, as evidenced by a final decision of a tribunal or a court of competent jurisdictionits employees, or any settlement agents, in applying for or accepting the Grant, in expending or applying funds furnished pursuant to which the director has consented Grant or in writing. 8.05 Either party upon receipt carrying out the Purpose, except to the extent arising from the gross negligence or willful misconduct of notice of any claim as a result of which the other party’s indemnity might be invokedKaBOOM!, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewithits Funding Partner or their respective subsidiaries and affiliates, and their respective officers, directors, employees or agents. The existence provision of any such claim this section 11 shall not relieve survive the NFB termination or expiration of the obligation to pay the director any monies due the director pursuant to this contractAgreement. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB Excite / Preview Travel Agreement 12 CONFIDENTIAL a) Preview Travel warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, its online reservations service and any materials supplied and all content provided to the director by the NFB for incorporation Excite or made available to third parties in the Production:connection with this Agreement. (a) do not infringe the copyright of another; (b) do not defame Preview Travel will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person; (c) do not invade the privacy of any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: i) The breach of any warranty, participating representation or covenant in obtaining this Agreement; ii) Any claim that Preview Travel's online reservations service or content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Preview Travel Site (other than Excite's). Excite will promptly notify Preview Travel of any and presenting evidence all such claims and enlisting will reasonably cooperate with Preview Travel with the participation of witnessesdefense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at its own expense at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB shall be answerable only for harm caused c) Excite warrants that it owns, or has obtained the right to a distribute and make available as specified in this Agreement, any and all content provided to Preview Travel or made available to third parties in connection with this Agreement. d) Excite will indemnify, defend and hold harmless Preview Travel, its affiliates, officers, directors, employees, consultants and agents from any and all third party through claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; ________________________________________________________________________________ Excite / Preview Travel Agreement 13 ii) Any claim that Excite's content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the fault Excite Network or Broadcast Pages (other than Preview Travel's). Preview Travel will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the director/first assistant directordefense and/or settlement thereof; provided that, inasmuch as said fault is neither gross nor deliberateif any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Preview Travel in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Preview Travel's written consent (not to be unreasonably withheld or delayed) and Preview Travel may have its own counsel in attendance at its own expense at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 19.1 The NFB Applicant shall indemnify the Government and keep the Government indemnified fully and effectively from and against all claims, proceedings, liabilities, losses, damages, demands, charges, costs and expenses on a full indemnity basis arising out of or in relation to any default, negligence or willful misconduct of the Applicant (including its officers, employees, agents and Contractors) or any breach of this Agreement by the Applicant. The Applicant shall not be relieved from any of its obligations under this Agreement by entering into any contracts with any Contractors for the performance of any part of the Agreement. All acts, omission and defaults of any Contractors shall be deemed as those of the Applicant. 19.2 The Applicant warrants that any materials supplied to the director by the NFB for incorporation in the ProductionGovernment that: (a) do not infringe the copyright of anotherApplicant has the full capacity power and authority to enter into this Agreement; (b) do the exercise by the Government, its authorized users assigns and successors-in-title of any of the rights granted under this Agreement will not defame infringe any Intellectual Property Rights of any person; (c) do it shall comply with the terms, scope and restrictions/ prohibitions on use of the Licence granted by the Government under clause 10.2 of this Agreement and shall not invade infringe the privacy Intellectual Property Rights of any person,; and 8.02 The director warrants that(d) in respect of any materials used by the Applicant in the performance of this Agreement and in respect of which any Intellectual Property Right is vested in a third party, prior to the best use of his knowledgethe said materials, information the Applicant shall have obtained the grant of all necessary clearances for itself and belieffor the Government, its authorized users, assigns and successors-in-title authorizing the use of such materials for any materials supplied of the purposes contemplated by this Agreement (including the Purpose and (if any) the integration of the Package to the NFB by the director for incorporation existing program(s) in the Production:Kiosk(s) as set out in the Form). 19.3 The Applicant shall indemnify the Government and keep the Government fully and effectively indemnified against all actions costs claims demands damages expenses (aincluding without limitation the fees and disbursements of lawyers agents and expert witnesses) do not infringe and any awards and costs which may be agreed to be paid in settlement of any proceedings (where that settlement has first been proposed or approved in writing by/on behalf of the copyright Applicant) and liabilities of another; (b) do not defame whatsoever nature arising out of or in connection with any person; (c) do not invade allegation and/or claim that the privacy design, development, use, possession or operation of the Package, the API and/or the Materials infringes any Intellectual Property Rights of any person. 8.03 19.4 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, this clause 19 shall survive the NFB expiry or termination of this Agreement (howsoever occasioned) and shall bear any court costs continue in full force and effect notwithstanding such expiry or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnessestermination. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB 10.1 Each Party warrants that any materials supplied to the director by the NFB for incorporation in the Productionother that: (a) do 10.2 it is the owner or licensee of all relevant rights in and to its Background Intellectual Property and all other materials made available for the purposes of the Project and has the authority to grant the rights granted hereunder and that the use of such Background Intellectual Property or materials or any of them in or in relation to the Products or the Project or the operation of the Project in accordance with this Agreement shall not infringe the copyright rights of anotherany third party; 10.3 it has the necessary power and authority to enter into this Agreement and to grant the licences granted hereunder; and 10.4 the signatories to this Agreement are duly authorised to execute this Agreement on behalf of such Party. 10.5 Each Party (bthe Indemnifying Party) do not defame shall be liable for and will indemnify the other Party (together with its officers, servants or agents, Affiliates and permitted licensees) against any personand all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the other Party arising out of any breach by the Indemnifying Party of its warranties provided that: 10.6 prompt notice is given to the Indemnifying Party of any such claims or suits; (c) do not invade 10.7 the privacy Indemnifying Party shall have the option to undertake and conduct the defence and/or settlement of any person,such claims or suits and that the other Party cooperates with the Indemnifying Party in the defence of any such claims or suits; 8.02 The director warrants 10.8 no admission shall be made or other action taken which may prejudice the ability of the Indemnifying Party to defend or prosecute any claims without the prior consent of the Indemnifying Party; 10.9 no settlement of any such claims or suits is made without the prior written consent of the Indemnifying Party; and 10.10 in no event shall either Party be liable for any consequential damages or loss of profits which the other Party may suffer arising out of any breach by a Party of its warranties hereunder. 10.11 In relation to any data which the Party has brought to the Project, both Parties warrant that: 10.12 they have obtained all authorisations, licences, consents and approvals, to allow it to use the information; 10.13 it is the most up to date version of the information owned or accessible by the Party; and 10.14 where the Party has quoted or confirmed the source of such information, such source is, to the best of his the Party’s knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any personaccurate. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. For purposes of clarity, this article also applies to directors/first assistant directors who render their services via a loan-out company. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB 12.1 Each of NetChemistry and NEWAVE represents and warrants that it has full power and authority to enter into this Agreement and to grant the licenses provided herein, and that this Agreement has been duly authorized, executed and delivered by such party. 12.2 Each of NetChemistry and NEWAVE represents and warrants that it owns, or has obtained all necessary rights to distribute and make available as specified in this Agreement, any materials supplied and all information, service or content provided to the director by the NFB for incorporation other party or made available to third parties in connection with this Agreement, including without limitation in the Production: (a) do not infringe case of NetChemistry, the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any personBranded System. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been12.3 Each of NetChemistry and NEWAVE shall indemnify, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages defend and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which hold harmless the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other its affiliates, officers, directors, employees, consultants and agents from any and all third party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the otherclaims, for liability, damages and/or costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, (including, but not limited to, attending hearingsreasonable attorneys fees) arising from or relating to: (a) the breach of any warranty, participating representation or covenant by NetChemistry or NEWAVE as applicable, in obtaining and presenting evidence and enlisting this Agreement; or (b) any claim that the participation Branded System or any information, service or content provided to NEWAVEor NetChemistry, as applicable, or made available to third parties by NetChemistry or NEWAVE as applicable, in connection with this Agreement infringes or violates any third party's copyright, patent, trade secret, trademark, right of witnessespublicity or right of privacy or contains any defamatory content. 8.08 Exclusion The NFB 12.4 A party seeking indemnification under this section shall promptly notify the other party in writing of any and all such claims and shall reasonably cooperate with such other party in the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the indemnified party in any way and such obligation, liability, prejudice or impact can reasonably be answerable only for harm caused expected to a third be material, then such settlement shall require the indemnified party's prior written consent (not to be unreasonably withheld or delayed) and the indemnified party through the fault of the director/first assistant directormay, inasmuch as said fault is neither gross nor deliberateat its sole cost and expense, have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.

Warranty and Indemnity. 8.01 The NFB a) Content Provider warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all content provided to the director by the NFB for incorporation Excite@Home or made available to third parties in the Production:connection with this Agreement. (a) do not infringe the copyright of another; (b) do not defame any person;Content Provider warrants that the Content will comply with the description and technical specifications contained in Exhibit A. Content Provider warrants that the Co-Branded Content will comply with the description and technical specifications contained in Exhibit B. (c) do not invade Content Provider will indemnify, defend and hold harmless Excite@Home, its affiliates, officers, directors, employees, consultants and agents from * Portions of this exhibit have been omitted and filed separately with the privacy of Commission pursuant to a request for confidential treatment under Rule 406. any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: i) The breach of any warranty, participating representation or covenant in obtaining this Agreement; ii) Any claim that the Content or Co-Branded Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Content Provider Site other than the Co-Branded Content. Excite@Home will promptly notify Content Provider of any and presenting evidence all such claims and enlisting will reasonably cooperate with Content Provider with the participation defense and/or settlement thereof (which shall be under the control of witnessesContent Provider); provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite@Home in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite@Home's written consent (not to be unreasonably withheld or delayed) and Excite@Home may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB d) Excite will indemnify, defend and hold harmless Content Provider, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) Its breach of any warranty, representation or covenant in this Agreement; or ii) Any claim arising from content displayed on the Excite Network other than the Content or Co-Branded Pages. Excite's obligation to indemnify Content Provider is conditioned upon Content Provider promptly notifying Excite of any and all such claims, unless the failure to notify does not materially and adversely affect Excite's defense. Content Provider will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Content Provider in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Content Provider's written consent (not to be answerable only for harm caused unreasonably withheld or delayed) and Content Provider may have its own counsel in attendance at all * Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a third party through the fault of the director/first assistant directorrequest for confidential treatment under Rule 406. proceedings and substantive negotiations relating to such claim at Content Provider's sole cost and expense. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, inasmuch as said fault is neither gross nor deliberateNEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB warrants that 13.1 To the extent the Liabilities (defined below) are not paid from insurance required to be maintained under this Agreement, each party does hereby agree to indemnify, protect, defend, and hold harmless (such indemnifying party being referred to as the "indemnitor") the other party (the "indemnitee") and the indemnitee's officers, agents, attorneys, customers, directors, subsidiaries, affiliates, parents, employees, licensees (collectively, the "Indemnified Parties") for, from and against all claims, demands, liabilities, damages, costs, suits, losses, liens, expenses, causes of action, judgments and fees (including court costs, reasonable attorneys' fees, costs of investigation, penalties, interest, and amounts paid in settlement) of any materials supplied nature, kind or description or of any person or entity whomsoever, arising out of, or alleged to have arisen out of (in whole or in part) the performance of this Agreement and arising from the breach or warranties and guarantees set forth in Part 9; the negligence or misconduct of the indemnitor or any act outside the scope of the indemnitor's authority under this Agreement (collectively, the "Liabilities"). When the Liabilities are caused by the joint negligence or misconduct of both parties, or by the indemnitor and a third party (except the indemnitor's agents, employees, customers, licensees or invitees), the indemintor's duty to defend, indemnify and hold the indemnitee harmless shall be in proportion to the director by the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach indemnitor's allocable share of the director warranty, as evidenced by a final decision of a tribunal joint negligence or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon misconduct. Upon either party's receipt of written notice of any claim as a result of action, administrative or legal proceeding or investigation to which the other party’s indemnity might be invokedthis indemnification may apply, such party shall promptly notify the other of such claim giving advise the other party full details in writing of the same, and the indemnitor shall assume on behalf of the indemnitee (and the other Indemnified Parties) and conduct with due diligence and in good faith the defense thereof including copies with counsel satisfactory to the indemnitee; provided, however, that the indemnitee shall have the right, at its option, to be represented by advisory counsel of its own selection and at its own expense. In the event of failure by the indemnitor to fully perform in accordance with this paragraph, the indemnitee, at its option, and without relieving the indemnitor of its obligations, subject to the notice requirements of Paragraph 18, may so perform, but all documents received costs and expenses so incurred by the indemnitee in connection therewiththat event shall be reimbursed by the indemnitor to the indemnitee, together with interest on the same from the date of the indemnitee's payment of such expense to the date of payment by the indemnitor at the rate of interest provided to be paid on judgments signed and entered in the State Superior Courts of California. Payment of any amount payable under this Paragraph 13 shall be made within five (5) days after receipt of written demand therefore. Such demand shall contain sufficient facts to apprise the indemnitor of the basis for such demand for indemnity. The existence indemnitee shall be entitled to any and all remedies available at law or in equity, including without limitation, damages and all equitable remedies, as a means of any such claim collecting the indemnification to which entitled. All remedies for which the indemnitee shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party be entitled shall be deemed to have waived their respective rights to defend themselves against any claim by independent and cumulative of one another. The obligations and indemnity provided for in this Paragraph 13 and Paragraph 9, shall survive the other, for costs or damages arising out termination of a settlement not consented to in writing by the indemnifying partythis Agreement. 8.07 Court costs 13.2 Contractor shall maintain, at its cost, throughout the term of this Agreement and legal expenses Except when for at least one year following the director is in default under article 8.02 termination, expiration or subject to non-renewal of this Agreement for any reason the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault following insurance of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.type specified below:

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do Each party warrants and represents to the other that it has the full right and authority to enter into this Agreement, and that it is not infringe the copyright aware of another;any impediment that would inhibit its ability to perform its obligations under this Agreement. (b) do not defame Wyeth-Ayerst shall indemnify, defend, and hold Interneuron harmless from any person;claims, damages, actions, liabilities, losses, costs and expenses, including reasonable attorneys' fees, (hereinafter "Claims") of a third party, arising from the promotion of REDUX by Wyeth-Ayerst in violation of approved labeling or any applicable statute or regulation, or any breach by Wyeth-Ayerst of its obligations under this Agreement unless such Claims arise from a manufacturing or design defect of REDUX, Interneuron's breach of its responsibilities under this Agreement or a negligent or wrongful act of Interneuron. Interneuron shall notify Wyeth-Ayerst immediately of any such Claims and shall cooperate with Wyeth-Ayerst in the defense of such Claims. (c) do not invade Interneuron shall indemnify and hold Wyeth-Ayerst harmless from any Claims of a third party arising out of the privacy storage and distribution of REDUX or Samples of REDUX by Interneuron, the Copromotion of REDUX by Interneuron in violation of approved labeling or any applicable statute or regulation, any breach by Interneuron of its obligations under the Agreement, a manufacturing or design defect of REDUX, unless such Claims arise from Wyeth-Ayerst's breach of its responsibilities under this Agreement, or a negligent or wrongful act of Wyeth-Ayerst. Wyeth-Ayerst shall notify Interneuron immediately of any person, 8.02 The director warrants thatsuch claim, to the best of his knowledge, information damage or loss and belief, any materials supplied to the NFB by the director for incorporation shall cooperate with Interneuron in the Production:defense of such Claims. (ad) do not infringe Each party agrees to give the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of other prompt written notice of any claim as a result of Claims made for which the other party’s indemnity might be invokedliable under the foregoing indemnification together with the opportunity to defend, negotiate, and settle such Claims. The party seeking indemnification under this Agreement shall promptly notify the other of such claim giving provide the other party full details thereof including copies with all information in its possession, authority, and assistance necessary to enable the indemnifying party to carry on the defense of all documents received in connection therewithsuch Claims. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against responsible or bound by any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying partymade without its prior written consent. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB a) Client warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all content provided to the director by the NFB for incorporation Excite or made available to third parties in the Production:connection with this Agreement. (a) do not infringe the copyright of another; (b) do not defame any person;Client warrants that the Content and Co-Branded Content will comply with the description and technical specifications contained in Exhibit ------- A. - (c) do not invade the privacy of Client will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsreasonable attorneys fees) arising from: i) Its breach of any warranty, participating representation or covenant in obtaining this Agreement; or ii) Any claim that Client's Impression Materials infringe or violate any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contain any defamatory content; or iii) Any claim arising from content displayed on the Client Site; or iv) Any claim arising from Content or Co-Branded Content displayed on the Excite Network. Excite will promptly notify Client of any and presenting evidence all such claims and enlisting will reasonably cooperate with Client with the participation of witnessesdefense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB shall be answerable only for harm caused d) Excite warrants that it has complete authority to undertake the obligations described in this Agreement without the further consent of any other person or entity. Excite further warrants that it is not a party to any existing agreement that would prevent Excite from entering into and performing this Agreement. Excite will not enter into any other agreement that is in conflict with Excite's obligations under this Agreement. Subject to the foregoing, both parties acknowledge that Excite may from time to time enter into agreements similar to this Agreement with other persons or entities, in all cases without the necessity of obtaining approval from Client. e) Excite will indemnify, defend and hold harmless Client, its affiliates, officers, directors, employees, consultants and agents from any and all third party through claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees) arising from: i) Its breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that content created by Excite infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contain any defamatory content; or iii Any claim arising from the fault Excite Network, including the Excite Site, the Channels and the Broadcast Pages, other than Impression Materials, content or services provided by Client. Client will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the director/first assistant directordefense and/or settlement thereof; provided that, inasmuch as said fault is neither gross nor deliberateif any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Client in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Client's written consent (not to be unreasonably withheld or delayed) and Client may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. f) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB 11.1 Each Party represents and warrants that any materials supplied to the director by other Party that 11.1.1 it is a corporation duly organized, validly existing and in good standing under the NFB for incorporation in laws of the Production: (a) do not infringe the copyright state of anotherits incorporation, and it has all necessary corporate power and corporate authority to own its properties and to conduct its business, as currently conducted; (b) do not defame any person11.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are within its corporate power, have been duly authorized by all necessary corporate proceedings, and this Agreement has been duly executed and delivered by it; (c) 11.1.3 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not invade the privacy not: conflict with or result in a breach of any person, 8.02 The director warrants that, provision of its organizational documents; result in a material breach of any material agreement to which it is party; require it to obtain any material approval or consent from any governmental authority or third party other than those consents and approvals which have been obtained prior to the best of his knowledge, information and belief, date hereof; or violate any materials supplied legal requirement applicable to the NFB by the director for incorporation it in the Production: (a) do not infringe the copyright of anotherany material respect; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use 11.1.4 this Agreement constitutes a valid and binding obligation, enforceable against it in the Production any creative material that has not beenaccordance with its terms, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or an action at law); and 11.1.5 in performing a Phase IV Clinical Study, it will exercise all due skill and care in conducting such activities; and it will comply with the provisions of article 8.08this Agreement, all FDA and other approvals, all applicable state and local regulatory approvals and all applicable laws, ordinances and regulations. 11.2 Columbia warrants and represents to Ascend that: 11.2.1 to the knowledge of Columbia as of the date hereof, (i) the manufacture, use, importation, promotion and sale of the Product in the Territory in accordance with this Agreement will not infringe any patents, trademarks or other intellectual property rights of any third party, (ii) none of the Patents are invalid, (iii) the Patents are in full force and are not subject to any pending, or to the knowledge of Columbia as of the date hereof, threatened re-examination, opposition, interference or litigation proceedings in the Territory; 11.2.2 to the knowledge of Columbia as of the date hereof there is approximately one month of inventory of the Product in the trade; 11.2.3 Columbia has not and will not during the Term acquire another product that competes directly with the Product, provided that, for the avoidance of doubt, the NFB shall bear 8% w/w progesterone gel (90 mg) in single use, one piece, disposable vaginal applicators containing 1.45 g of gel and delivering 1.125 g of gel, utilizing the Columbia Technology, and approved by the FDA under NDA 20-701, and any court costs comparable product in a progressive hydration vaginal tablet, are not competitive products; 11.2.4 Columbia has not and during the Term will not enter into any contracts with government entities concerning the Product that require reimbursements under Medicaid, Medicare or legal expenses to which other government payer programs; 11.2.5 as of the director/first assistant director date hereof there are no pending or his heirs threatened Claims or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice IP Claims related to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses.Product; and 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault 11.2.6 as of the director/first assistant director, inasmuch date hereof the Product is safe and effective for use as said fault it is neither gross nor deliberatecurrently labeled and sold.

Warranty and Indemnity. 8.01 The NFB a) Auto-By-Tel warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all content provided to the director by the NFB for incorporation Excite or made available to third parties in the Production:connection with this Agreement. (a) do not infringe the copyright of another; (b) do not defame any person;Auto-By-Tel warrants that the Content will comply with the description and technical specifications contained in Exhibit D. (c) do not invade the privacy of Auto-By-Tel will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: i) The breach of any warranty, participating representation or covenant in obtaining this Agreement; 7 8 ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Auto-By-Tel Site. Excite will promptly notify Auto-By-Tel of any and presenting evidence all such claims and enlisting will reasonably cooperate with Auto-By-Tel with the participation of witnessesdefense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant directord) EXCEPT AS SPECIFIED IN THIS AGREEMENT, inasmuch as said fault is neither gross nor deliberateNEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB 6.1 deCODE represents and warrants that it is the sole and exclusive owner of the Licensed Patents, that it has the right to grant the license to Celera and its Affiliates under this Agreement, and it is not a party to any materials supplied existing assignments, grants, licenses, encumbrances, obligations or agreements, written or oral, inconsistent with this Agreement, and that no Licensed Patent has been mortgaged, pledged, assigned for security purposes, encumbered or otherwise conveyed as collateral to the director by the NFB for incorporation secure any obligation. 6.2 Nothing in the Productionthis Agreement will be construed as: (a) do not infringe a warranty or representation by either party as to the copyright validity, enforceability or scope of another;any Licensed Patent; or (b) do not defame any person;a warranty or representation by either party that anything made, used, sold, or otherwise disposed of pursuant to this Agreement is or will be free from infringement of patents or other intangible rights of third parties; or (c) do not invade an obligation of either party to furnish any manufacturing or technical information except as specifically provided herein; or (d) granting by implication, estoppel, or otherwise, any license or rights under patents, trade secrets, knowhow, copyrights, or other intangible rights of deCODE other than the privacy Licensed Patents. 6.3 deCODE makes no representations, extends no warranties of any person,kind, either express or implied, and assumes no responsibilities whatever with respect to manufacture, use, sale or other disposition by Celera, its Affiliates or its distributors or its customers or transferees or their customers of products or methods incorporating or made by use of Licensed Patents licensed under this Agreement. 8.02 The director warrants that6.4 CELERA HEREBY WAIVES, to the best of his knowledgeRELEASES AND RENOUNCES ANY AND ALL WARRANTIES, information and beliefGUARANTEES, any materials supplied to the NFB by the director for incorporation in the Production: OBLIGATIONS, LIABILITIES, RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE USEFULNESS OR FREEDOM FROM DEFECTS OF THE LICENSED PATENTS, INCLUDING, BUT NOT LIMITED TO, (a) do not infringe the copyright of another; ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, (b) do not defame any person; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN THE TRADE, and (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not beenANY OBLIGATION, to his knowledgeRIGHT, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs LIABILITY, CLAIM OR REMEDY FOR (including reasonable legal fees1) resulting from any breach of the director warrantyLOSS OF USE, as evidenced by a final decision of a tribunal or a court of competent jurisdictionREVENUE OR PROFIT, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invokedOR ANY OTHER DAMAGES, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action(2) INFRINGEMENT OF THIRD PARTY INTANGIBLE PROPERTY RIGHTS, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses(3) INCIDENTAL OR CONSEQUENTIAL DAMAGES. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 12.1 The NFB Intermediary represents and warrants that any materials supplied to the director by the NFB for incorporation in the ProductionCompanies on a continuous basis that: (a) it is authorised pursuant to the Act or has obtained and continues to hold all necessary licences, authorisations, consents and registrations required by any governmental, municipal or regulatory agency or authority to permit it to carry on Business in any territory in or from which it purports so to do and that such licences, authorisations, consents or registrations have not infringe the copyright of anotherceased to exist; (b) do not defame it complies and will continue to comply with the terms of any personsuch authorisation, license, consent and registrations; (c) do not invade it complies and will continue to comply with all Applicable Laws in respect of the privacy Business and/or the rights, duties and obligations set out herein in any territory in which it undertakes Business or in which it purports so to do. (This includes, in relation to the conduct of its business, in its dealings with potential and actual customers and their intermediaries, anti-corruption and anti-bribery, its use of personal data and the use of any person,relevant website); 8.02 The director warrants that(d) it or any customer or beneficiary of Shares is neither a citizen nor resident nor acting for the benefit of any citizen nor resident of the United States of America or association, partnership or corporation organised and /or regulated under the laws of the United States or any State territory or possession thereto; (e) it will inform the Companies immediately upon it or any customer or beneficiary of Shares commencing to reside in any state, territory or possession of the United States; (f) it has appropriate procedures in place to satisfy the FCA’s Treating Customers Fairly principle and will provide such information in this respect as the Companies may reasonably require; and (g) it is responsible for the security and maintenance of the Intermediary’s computer systems, software, and data, including preventing unauthorised access to the best Intermediary’s computer systems, and creating, storing and updating any necessary back-up or archival copies of his knowledgedata as needed in case of system failure (including but not limited to creating sufficient, information updated backups and belieffully documenting all client account information). 12.2 If at any time any event occurs which could make any of the representations and warranties in clause 11.1 incomplete or inaccurate, any materials supplied the Intermediary shall promptly notify the Companies of the occurrence of such event and remedy the situation as soon as possible. 12.3 Without prejudice to the NFB by indemnity in clause 4.2 above, the director for incorporation in the ProductionIntermediary shall indemnify, keep indemnified and hold harmless each FT Party from and against all Losses resulting to any of them arising from: (a) do not infringe the copyright of anotherprocessing Facsimile Instructions and/or Electronic Orders; (b) do not defame any personbreach by the Intermediary or any of its or its affiliated companies’ employees, directors, officers or agents (each a “Relevant Person”) of any of the provisions of this Intermediary Agreement; (c) do not invade the privacy negligence, wilful default or fraud of any personRelevant Person; (d) any failure by a Relevant Person to comply with any Applicable Laws; (e) a payment of Commission in breach of Applicable Laws or this Intermediary Agreement; or (f) a breach of Applicable Laws by any Company or any Fund arising from the breach of this Intermediary Agreement by the Intermediary. 8.03 The director must inform 12.4 Unless due to the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach wilful default or gross negligence of the director warrantyrelevant Company and / or its representatives or agents, as evidenced by a final decision the relevant Company and its delegates are not responsible for any inaccuracy, interruption, error or delay or failure in transmission or delivery of a tribunal any telephone, facsimile transmission or a court any other form of competent jurisdictionelectronic communication, or for any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs equipment failure or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal actionmalfunction, and that he assures the NFB of his full cooperation in relevant Company is not liable for any direct losses arising from the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnessesforegoing. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB a) Auto-By-Tel warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all content provided to the director by the NFB for incorporation Excite or made available to third parties in the Production:connection with this Agreement. (a) do not infringe the copyright of another; (b) do not defame any person;Auto-By-Tel warrants that the Content will comply with the description and technical specifications contained in Exhibit D. (c) do not invade the privacy of Auto-By-Tel will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: i) The breach of any warranty, participating representation or covenant in obtaining this Agreement; ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Auto-By-Tel Site. Excite will promptly notify Auto-By-Tel of any and presenting evidence all such claims and enlisting will reasonably cooperate with Auto-By-Tel with the participation of witnessesdefense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant directord) EXCEPT AS SPECIFIED IN THIS AGREEMENT, inasmuch as said fault is neither gross nor deliberateNEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied Licensor warrants, represents and undertakes that: 1 if the latter is not in Open Access anyhow  it has all legal right, power and authority to enter into this Agreement, and to supply the Content to the director Licensee; and  the grant of the rights by the NFB for incorporation in Licensor to the Production: (a) do Licensee under this Agreement will not infringe the violate any copyright of another; (b) do not defame any person; (c) do not invade the privacy or other proprietary right of any person, 8.02 third party.  The director warrants thatLicensor agrees to indemnify, to defend and hold the best of his knowledgeLicensee harmless from any cost, information and beliefloss, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs liability or expense (including reasonable legal fees) resulting from any breach of incurred by the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim Licensee as a result of which any claim, demand, or litigation (“Claim”) brought against the Licensee by any party other party’s indemnity might be invokedthan the Licensor, provided that: o the Licensee shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence Licensor of any such claim Claim; o the Licensor shall have sole control of the defense and settlement of any such Claim; o the Licensee shall provide the Licensor with reasonable assistance in such defense as the Licensor may reasonably require, at the Licensor’s cost; and o the Licensee shall not relieve incur any cost or expense for the NFB Licensor's account without the Licensor’s prior written consent.  Should the Licensor not confirm in writing to the Licensee within forty five (45) days after the date of the obligation to pay Licensee's notice of a claim under clause 10 par. 3, that the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights Licensor intends to defend themselves against any claim by the otheraction or thereafter fails to diligently defend against the action, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when Licensee may defend and/or settle the director is in default under article 8.02 or action subject to the provisions of article 8.08Licensor's indemnification as provided for herein.  To the fullest extent permitted by law, the NFB neither Party shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice be liable to the NFB of a claim other for consequential, indirect, special or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, exemplary damages including but not limited toto damages for loss of profits, attending hearingsbusiness or anticipated benefits whether arising under tort, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault contract, negligence or otherwise whether or not foreseen, reasonably foreseeable or advised of the director/first assistant directorpossibility of such damages, inasmuch other than as said fault is neither gross nor deliberateprovided for in clause 10. par.3  The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise including but not limited to any implied warranties of merchantability or fitness for any particular purpose all of which are hereby excluded to the fullest extent permitted by law.

Warranty and Indemnity. 8.01 The NFB a) Naviant warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all data and content provided to Excite or made available to third parties in connection with this Agreement, including but not limited to the director by HTHH Database, Excite Registration Data and the NFB for incorporation in banner advertisements of its clients (the Production:"Third Party Ads"). (a) do not infringe the copyright of another; (b) do not defame Naviant represents and warrants that ,any person;and all data and content transmitted to Excite is designed to be used prior to, during, and after the calendar year 2000 A.D., and will operate during each such time period without error relating to date data, specifically including any error relating to, or the product of, date data which represents or references different centuries or more than one century. (c) do not invade the privacy of Naviant will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person, 8.02 The director warrants thatand ail third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: i) Its breach of any warranty, participating representation or covenant in obtaining this Agreement; or ii) Any claim that the Excite Registration Data, HTHH Database, Third Party Advertisements or any other content or data provided by Naviant hereunder infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim that the Excite Registration Data, HTHH Database, Third Party Advertisements or any other content or data provided by Naviant hereunder violates any state, federal or local laws, regulations or statutes; or iv) Any claim arising from the data or information contained in the Excite Registration Data, HTHH Database, Third Party Advertisements or any other content or data provided by Naviant hereunder. Naviant's obligation to indemnify Excite is conditioned upon Excite promptly notifying Naviant of any and presenting evidence all such claims, unless the failure to notify does not materially and enlisting adversely affect Naviant's defense. Excite will reasonably cooperate with Naviant with the participation of witnessesdefense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally Impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim at Excite's sole cost and expense. 8.08 Exclusion The NFB shall be answerable only for harm caused to a d) Excite will indemnify, defend and hold harmless Naviant, its affiliates, officers, directors, employees, consultants and agents from any and all third party through claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) Its breach of any warranty, representation or covenant in this Agreement; or ii) Any claim arising from content displayed on the fault Excite Site other than the Third Party Advertisements. Excite's obligation to indemnify Naviant is conditioned upon Naviant promptly notifying Excite of any and all such claims, unless the director/first assistant directorfailure to notify does not materially and adversely affect Excites defense. Naviant will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, inasmuch as said fault is neither gross nor deliberateif any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Naviant in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Naviant's written consent (not to be unreasonably withheld or delayed) and Naviant may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim at Naviant's sole cost and expense. e) EXCEPT AS SPECIFIED 1N THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do Licensor represents and warrants with respect to the Programs (as defined under the Agreement) acquired by Licensee from Licensor only that (i) it has the right to grant this license for the telecasting of the Licensed Programs herein specified, including the sound tracks forming a part thereof, and that Licensee's exercise of the rights granted hereunder will not infringe violate the right of others, including without limitation trademark (with respect only to the titles of the Licensed Programs or character or other names within the Licensed Programs), copyright, privacy or publicity; (ii) each of the Licensed Programs is, or upon delivery will be of technical quality adequate for commercial television exhibition, with accurate English language audio tracks; (iii) Licensor has the right and authority to grant all rights granted to Licensee hereunder and has not sold, assigned, licensed, or granted any rights in any Licensed Program or any elements of the Licensed Programs in a way which directly conflict with the rights granted Licensee hereunder; and (iv) all claims and rights of owners of copyright or other rights appearing, used or recorded in each Licensed Program have been, or prior to delivery will be, fully paid and discharged, provided however, that this shall not overrule other provisions of another;this Agreement. Licensor agrees to indemnify and hold Licensee, its officers, employees, and successors free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable outside attorney's fees and expenses, incurred by Licensee by reason of the breach of any warranty, representation or agreement made by Licensor hereunder, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. (b) do Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not defame permit the transmission of the Licensed Programs other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any person; (c) do not invade and all claims, damages, liabilities, costs or expenses, including reasonable outside attorney's fees and expenses, incurred by Licensor by reason of the privacy breach of any person, 8.02 The director warrants thatwarranty, representation or agreement made by Licensee hereunder, provided, however, Licensee shall not be liable for loss of profits or consequential damages. Licensee agrees to the best defend at its own expense any action or proceedings arising out of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any an alleged breach of the director foregoing, warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdictionprovided, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invokedhowever, shall that Licensor notifies Licensee promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB or of the obligation commencement of any such action or proceedings, delegates complete and sole authority to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights Licensee to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal actionsettle same, and that he assures the NFB of his full cooperation cooperates fully with Licensee in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnessesdefense thereof. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB Grant Recipient represents and warrants that any materials supplied the Application is its original work and, as such, the Grant Recipient is the sole and exclusive owner and rights holder of the submitted Application and that it has the right to submit the director by the NFB for incorporation Application in the Production: Challenge and grant all required licenses. The Grant Recipient further represents and warrants that the Application does not (a1) do not infringe any third party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including, without limitation, copyright, trademark, patent, trade secret, privacy, publicity or confidentiality obligations; or (2) otherwise violates applicable state, federal or local laws. By accepting the copyright Grant, the Grant Recipient acknowledges that neither KABOOM! nor its Funding Partner nor their respective subsidiaries and affiliates, and their officers, directors, employees or agents shall be liable for any acts, omissions, injuries, errors or damages, whether direct, indirect, incidental or consequential, associated with the use of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 Grant. The director warrants thatGrant Recipient irrevocably and unconditionally agrees, to the best of his knowledge, information and belief, any materials supplied to the NFB fullest extent permitted by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not beenlaw, to his knowledgedefend, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB indemnify, and hold harmless KABOOM!, its Funding Partner, their respective subsidiaries and affiliates, and their respective officers, directors, employees and agents, from and against any and all losses, liabilities, investigations, inquiries, claims, suits or damages (including incidental, consequential, special and costs punitive damages) and expenses (including reasonable legal attorneys' fees) resulting directly, indirectly, wholly, or partially arising from or in connection with any breach act or omission of the director warrantyGrant Recipient, as evidenced by a final decision of a tribunal or a court of competent jurisdictionits employees, or any settlement agents, in applying for or accepting the Grant, in expending or applying funds furnished pursuant to which the director has consented Grant or in writing. 8.05 Either party upon receipt carrying out the Purpose, except to the extent arising from the gross negligence or willful misconduct of notice of any claim as a result of which the other party’s indemnity might be invokedKABOOM!, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewithits Funding Partner or their respective subsidiaries and affiliates, and their respective officers, directors, employees or agents. The existence provision of any such claim this section 11 shall not relieve survive the NFB termination or expiration of the obligation to pay the director any monies due the director pursuant to this contractAgreement. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB Licensor represents and warrants that (i) it has the right to grant this license for the telecasting of the Programs herein specified, including the sound tracks forming a part thereof, and that Licensee's exercise of the rights granted hereunder will not violate the right of others, including without limitation trademark, copyright, privacy or publicity; (ii) each of the Programs is, or upon delivery will be, completely finished, fully edited and titled and fully synchronized with dialogue, sound and music and in all respects ready and of technical quality, adequate for commercial television exhibition; (iii) each Program consists, or upon delivery will consist, of a continuous and connected series of scenes, telling or presenting a story, free from any materials supplied obscene material and suitable for television exhibition; (iv) Licensor has the right and authority to grant all rights granted to Licensee hereunder. Licensor has not sold, assigned, licensed, granted, encumbered or utilized any Program or any of the director by the NFB for incorporation literary or musical properties used in the Production: Programs in any way that may negatively affect or impair the rights, licenses and privileges granted to Licensee, and Licensor will not do so during the Term; and (av) do not infringe all claims and rights of owners of copyright or other rights appearing, used or recorded in each Program have been, or prior to delivery will be, fully paid and discharged. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable outside attorney's fees and expenses, incurred by Licensee by reason of the copyright of another; (b) do not defame any person; (c) do not invade the privacy breach of any person, 8.02 The director warrants thatwarranty, representation or agreement made by Licensor hereunder, provided, however, Licensor shall not be liable for loss of profits or for consequential damages. Licensor agrees to the best defend at its own expense any action or proceedings arising out of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any an alleged breach of the director foregoing, warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdictionprovided, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invokedhowever, shall that Licensee notifies Licensor promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB or of the obligation commencement of any such action or proceedings, delegates complete and sole authority to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights Licensor to defend themselves against or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the Programs other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any claim by the otherand all claims, for damages, liabilities, costs or damages expenses, including reasonable outside attorney's fees and expenses arising out of a settlement not consented to or in writing connection with the use by the indemnifying party. 8.07 Court costs Licensee, its successors, assigns and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault sub-licensees of the director/first assistant directorprints or Programs hereunder, inasmuch as said fault or arising out of or by reason of any breach of any warranty, representation or agreement made by Licensee hereunder, other than such items for which Licensor is neither gross nor deliberateobligated to indemnify Licensee hereunder.

Warranty and Indemnity. 8.01 The NFB 4.1 MAINE STANDARDS COMPANY warrants that any materials supplied to the director by the NFB for incorporation all items in the Production: (a) do Goods and/or Services are correctly identified and in good order, and have not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that, to the best of his knowledgeits knowledge been tampered with, information altered, added to or substituted in any way whatsoever prior to delivery to the Customer. Any statements (whether written or oral) as to the Goods supplied or Services carried out and beliefall/any opinions in any reports or other communications provided by MAINE STANDARDS COMPANY to the Customer are made in good faith. 4.2 EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE STANDARD TERMS AND CONDITIONS, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, RIGHTS, OBLIGATIONS, LIABILITIES AND OTHER TERMS WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW IN CONNECTION WITH THE GOODS AND/OR SERVICES (INCLUDING WITHOUT LIMITATION ANY RELATING TO PERFORMANCE, CARE AND SKILL OR COMPLIANCE WITH REPRESENTATIONS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE AGREEMENT AND DISCLAIMED. 4.3 Save to the extent MAINE STANDARDS COMPANY is liable for negligence in its provision of the Goods and/or Services (subject to the other terms of this clause 4), MAINE STANDARDS COMPANY shall have no Liability for the use made by the Customer of the Goods and/or Services, for advice supplied by MAINE STANDARDS COMPANY to the Customer, and/or for any decisions taken by the Customer or costs incurred by the Customer in consequence of such use. 4.4 Nothing in these standard terms and conditions excludes or limits the liability of MAINE STANDARDS COMPANY to the extent prohibited by law. 4.5 Subject to clause 4.4: a) MAINE STANDARDS COMPANY’s total aggregate Liability (including for negligence) in all circumstances shall be limited to the value of the affected Goods and/or Services and the Customer shall have a duty to mitigate any loss suffered by it; and b) MAINE STANDARDS COMPANY shall have no Liability in any circumstances for loss of profit, loss of business or revenue, loss of anticipated savings, depletion of goodwill, any materials supplied third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with any Agreement, even if advised of the possibility of such losses or damages. 4.6 The Customer’s sole remedy in respect of any Liability of MAINE STANDARDS COMPANY or its Personnel shall be in damages as set forth and limited in these standard terms and conditions. 4.7 Save insofar as MAINE STANDARDS COMPANY can be shown to have been negligent in providing the NFB by Goods and/or Services, the director for incorporation in the Production: Customer shall: (a) do not infringe fully indemnify MAINE STANDARDS COMPANY and MAINE STANDARDS COMPANY’s Personnel against any loss, damage or injury (including injury resulting in death) to property or person sustained by (i) MAINE STANDARDS COMPANY and/or its Personnel, (ii) the copyright Customer and/or its Personnel, and (iii) any third party, where such loss, damage or injury is caused by the negligent act or omission or willful misconduct of another; the Customer or the Customer’s Personnel; and (b) do not defame any person; (c) do not invade the privacy fully indemnify MAINE STANDARDS COMPANY against all damages, costs, expenses of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs kind whatsoever (including reasonable legal attorneys’ fee and other professional fees) and losses suffered or incurred by MAINE STANDARDS COMPANY as a result of, or in connection with any third party claim brought against MAINE STANDARDS COMPANY resulting from any breach of the director warrantydeath, as evidenced by a final decision of a tribunal or a court of competent jurisdictioninjury, or any settlement to which other damage or loss whatsoever occasioned by the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB use made of the obligation to pay the director Goods and/or Services including without limitation any monies due the director pursuant to this contractreport or other information or advice of MAINE STANDARDS COMPANY. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 A701 Every individual writer's contract shall be deemed to include a provision for the indemnification of.the Corporation against any and all damages, costs and expenses, including legal fees, and for the relief of the Corporation from all liability in connection with any successful claim or action respecting infringement of copyright of a third party the use of the literary material supplied by the save where the provisions of Clause A704 hereof apply, and save where the writer's contract contains a provision excluding any express implied warranty of originality of the literary material. A702 Notwithstanding anything to the herein contained, the writer shall, in no event: a) be by contract to waive the right to defend the against the claim by the Corporation for costs, damages, losses arising out of settlements not consented to by the writer; be required to warrant or indemnify with respect to any claim that the writer's material invaded of any person, unless the knowingly used the name personality of such should have known, in the exercise of reasonable prudence that such person would or might claim that such personality was used in such be required to or indemnify with respect to any other than furnished by the waiter; be except in the case of a breach by the writer of any .express or implied warranty of originality as to in Clause to indemnify to an amount that exceeds the writer's original contract fee if the writer has complied with the conditions in Clause A703 Subject to Clause the Corporation shall, indemnify the writer against any and all damages, costs and expenses, including legal fees, arising out of any claim, action or suit brought against the arising from the, use by the Corporation of the material supplied by the writer, on condition that: a) the writer has complied with any reasonable request made by the Corporation, following the submission of the literary material under the contract, for such as the Corporation may reasonably require in order to make an decision of the legal liability involved in utilizing the literary material; the writer co-operates with the Corporation the preparation by the Corporation of any defence prepared and made in any action brought against the Corporation resulting from the use by the Corporation of the literary material, and the waiter co-operates with the Corporation in providing such documentation and information, upon which the material is based as may be requested by the Corporation in the course of action referred to in sub-paragraph A704 The NFB warrants that Corporation shall indemnify the writer against any materials and all damages, costs and expenses, including legal fees, and shall relieve the writer of liability in connection with any claim or action respecting material supplied to the director writer by the NFB Corporation for incorporation in the Production: (a) do not infringe writer's work. A705 The Corporation and the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants thatwriter, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice presentation of any claim to either of them or the institution of any action naming either or both of them as defendants, shall, claim or action relates to covered by a result of which warranty or indemnity either herein or in any individual contract between the other party’s indemnity might be invokedCorporation and the writer, shall promptly notify the other of the presentation of any such claim or the institution of any such action, giving the other party full f u l l details thereof including copies of all documents received in connection therewiththereof. The existence However, the pendency of any such claim or action shall not relieve the NFB Corporation of the its obligation to pay the director writer any monies due the director pursuant writer with respect to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim material contributed by the other, for costs or damages arising out of writer. A706 When a settlement not consented to in writing is required by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject Corporation to attend examinations for discovery, hearings to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal actionoutlined Article A28 Transportation, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnessesOn-Location Expenses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that4.1 EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE IV, to the best of his knowledgeNO OTHER WARRANTIES OR REPRESENTATIONS ARE GIVEN BY LDI UNDER THIS AGREEMENT, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsany warranty or representation: (a) as to the validity of the Licensed Patents; (b) that any manufacture, participating importation, sale, lease, use, or other disposition of Laser Subsurface Engraving Product will be free from infringement of another party's intellectual property rights; (c) that LDI will enforce any intellectual property rights it may have in obtaining the Licensed Patents against specific third parties; or (d) as to the quality of merchantability, or fitness for a particular purpose of any Laser Subsurface Engraving Product. LDI will keep CUSA reasonably informed as to any final rulings in legal or government proceedings which affect the claims of the Licensed Patents. 4.2 CUSA shall defend, indemnify, and presenting hold harmless both LDI and Distillers, and their directors, officers, employees, and Affiliates, from and against any claims, liabilities, actions, costs or damages (including fees of attorneys and other professionals) arising from CUSA's manufacture, use, sale or distribution of Laser Subsurface Engraving Product or any representations by CUSA concerning Laser Subsurface Engraving Product, provided LDI gives CUSA notice of such claim, provides reasonable cooperation and assistance in connection with such claim, and does not agree to any settlement without CUSA's consent. 4.3 CUSA will provide reasonable cooperation and assistance to LDI in connection with any litigation concerning the Licensed Patents brought by or against a third party, including but not limited to any action or claim involving alleged infringement of the Licensed Patents. Each party shall have the right, but not the obligation, to bring an action for infringement of the Licensed Patents. The party not bringing the action will reasonably cooperate and assist therein, including a) joining as a named party, if necessary; and b) furnishing relevant evidence and enlisting testimony, all at the participation expense of witnessesthe party initiating the action. Any monetary award or damages resulting from such action shall be accorded to the party bringing the action unless otherwise agreed by the parties. Licensor's agreement to join as a named party to a legal action initiated by Licensee may be contingent on a showing by Licensee that it has the financial resources necessary to sustain and complete the litigation. 8.08 Exclusion The NFB shall 4.4 LDI represents and warrants (a) that LDI has sufficient ownership interest in the Licensed Patents to grant the licenses that are granted under this Agreement, subject to the approval of Distillers and (b) that, subject to the receipt of applicable approvals from Distillers and Janesville, any manufacture, importation, sale, lease, use, or other disposition of Laser Subsurface Engraving Product will be answerable only for harm caused to a third party through the fault free from infringement of the director/first assistant director, inasmuch as said fault is neither gross nor deliberatepatent rights of Janesville or Distillers.

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame NetGrocer will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person; (c) do not invade the privacy of any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsreasonable attorneys fees) arising from: i) The breach of any warranty, participating representation or covenant in obtaining this Agreement; or ii) Any claim that the advertising banners created by NetGrocer infringe or violate any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contain any defamatory content; or iii) Any claim arising from content displayed on the NetGrocer Site; provided that Excite will promptly notify NetGrocer of any and presenting evidence all such claims and enlisting will reasonably cooperate with NetGrocer with the participation of witnessesdefense and/or settlement thereof; and provided further that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant directorb) EXCEPT AS SPECIFIED IN THIS AGREEMENT, inasmuch as said fault is neither gross nor deliberateNEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.