Common use of Warranty and Indemnity Clause in Contracts

Warranty and Indemnity. A. Licensee warrants that the Products shall be of good quality in design, material, and workmanship, and that they shall be suitable for their intended purposes; that no injurious, poisonous, deleterious or toxic substances or materials will be used in or on the Products; that the Products in normal and proper use will not harm the user thereof; and that the Products will be manufactured, sold and distributed in strict compliance with all applicable laws and regulations. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising out of use by any person of Products sold by Licensee. Similarly, Licensor will defend, indemnify and hold Licensee harmless from all product liability on any other products bearing the Trademarks not manufactured, sold, distributed or advertised by the Licensee, and Licensee shall give Licensor prompt notice in writing of all such suits, claims or other actions or proceedings brought against it. B. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising from the infringement of a patent or copyright caused by the manufacture, advertisement or sale of the Products. C. Licensor will promptly notify Licensee in writing of all suits, claims or other actions or proceedings brought against Licensor and against which Licensee has agreed to defend, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; provided, however, that Licensor shall have given Licensee prompt notice in writing and shall have given Licensee all pertinent information in Licensor's possession to enable and permit Licensee to defend. D. Licensee shall procure and maintain at its own expense in full force and effect at all times during which the Products are being sold and for three (3) years after the sales are complete, a Commercial General Liability Insurance with limits and conditions set as follows: throughout the term of the Agreement, Licensee will carry a Commercial General Liability Insurance on an Occurrence Basis with a Combined Single Limit for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and to include Blanket Contractual Liability, Product/ Completed Operations,

Warranty and Indemnity. A. Licensee Seller warrants that the Products products and services ordered hereunder shall be of good quality free from defects in designworkmanship and materials, materialare merchantable, and workmanshipshall strictly conform to applicable specifications, and that they drawings, samples approved by Buyer, or other descriptions, if any, including performance specifications, shall be suitable for their intended purposes; that no injuriouspurpose, poisonous, deleterious or toxic substances or materials will be used in or on the Products; that the Products in normal transferred to Buyer free of liens, claims and proper use will not harm the user thereof; and that the Products encumbrances, and, if of Seller’s design, will be manufacturedfree from design defects. These warranties shall be in addition to all other warranties, sold express, implied or statutory. All warranties shall run to Buyer, its customers and distributed subsequent owners of the products or end products of which they are a part. The Seller warranties the merchandise furnished under this purchase order for the terms considered under UCC. Seller agrees, at its expense, to defend or, at ▇▇▇▇▇’s option, assist in the defense of any action or claim against any of the Buyer Parties and their users and customers insofar as such action or claim is based upon or alleges breach of the foregoing warranty, negligence in assembly or design, strict compliance with all applicable laws and regulationsliability in tort, failure to properly warn, or other breach of this Agreement. Licensee Seller agrees to defendindemnify the Buyer Parties and their users and customers from and against all expense (including, indemnify without limitation), attorney fees, judgments, settlements, cost, loss, damage or liability resulting from the breach of any or all of said warranties, express or implied, negligence in manufacture, assembly or design, strict liability in tort, or failure to properly warn, or other breach of this Agreement. Seller agrees to carry insurance adequate to cover any potential costs or liability hereunder and list Buyer as an additional insured but for only loss due to the negligence of the Seller or Seller’s manufacture and/or sale of products that do not meet the requirements of this Agreement. Notice of breach shall be deemed sufficient if given reasonably promptly after discovery thereof by ▇▇▇▇▇. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive. No provision of Seller’s quotation, acknowledgment, invoice or other communication from Seller to Buyer shall in any way operate to disclaim, limit, exclude or modify the foregoing warranty. If the products ordered hereunder fail to comply with an applicable consumer product safety rule or contain a product defect, which creates a substantial risk of injury to the public, such that notification to the Consumer Product Safety Commission is appropriate, all costs and expenses of any recall, voluntary or involuntary, shall be the sole and exclusive responsibility of Seller, who agrees to save, indemnify, and hold Licensor harmless against any liabilities and expenses arising out of use by any person of Products sold by Licensee. Similarly, Licensor will defend, indemnify and hold Licensee harmless from all product liability on any other products bearing the Trademarks not manufactured, sold, distributed or advertised by the Licensee, and Licensee shall give Licensor prompt notice in writing of all such suits, claims or other actions or proceedings brought against itBuyer Parties therefrom. B. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising from the infringement of a patent or copyright caused by the manufacture, advertisement or sale of the Products. C. Licensor will promptly notify Licensee in writing of all suits, claims or other actions or proceedings brought against Licensor and against which Licensee has agreed to defend, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; provided, however, that Licensor shall have given Licensee prompt notice in writing and shall have given Licensee all pertinent information in Licensor's possession to enable and permit Licensee to defend. D. Licensee shall procure and maintain at its own expense in full force and effect at all times during which the Products are being sold and for three (3) years after the sales are complete, a Commercial General Liability Insurance with limits and conditions set as follows: throughout the term of the Agreement, Licensee will carry a Commercial General Liability Insurance on an Occurrence Basis with a Combined Single Limit for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and to include Blanket Contractual Liability, Product/ Completed Operations,

Warranty and Indemnity. A. Licensee warrants that (a) The Reseller shall make no warranties or guaranties with respect to the Products or the use thereof except as may from time to time be authorized in writing by Bose. Sales shall be made under the Bose warranty as in effect at the time, which shall be provided to purchasers at retail from the Reseller. Warranty cards or similar materials provided by Bose shall be furnished by the Reseller to each consumer. The Reseller agrees to comply at all times with the requirements of good quality in design, materialthe so-called Federal Consumer Products Warranties Act (Title I of the ▇▇▇▇▇▇▇▇-▇▇▇▇ Warranty—Federal Trade Commission Improvement Act), and workmanshipto take all actions that Bose may from time to time reasonably request for the purpose of compliance with that Act. (b) The liability of Bose, if any, for damages for any claim of any kind whatsoever and regardless of the legal theory, with regard to any order placed by the Reseller hereunder, regardless of the delivery or nondelivery of such Products, or with respect to the Products covered thereby, shall not be greater than the actual purchase price of the Products with respect to which such claim is made. Under no circumstances shall Bose be liable to the Reseller for compensation, reimbursement or damages on account of the loss of present or prospective profits, expenditures, investments or commitments, whether made in the establishment, development or maintenance of business reputation or goodwill or for any other reason whatsoever, and that they in no event shall Bose be liable to the Reseller for special, incidental or consequential damages. No General or Limited Partner, stockholder, officer, director, joint venturer, beneficiary, trustee, employee or other principals, agents, or representatives, (hereinafter the “Affiliates”) whether disclosed or undisclosed of Bose shall be suitable for their intended purposes; that personally liable to Reseller. (c) Bose shall have no injurious, poisonous, deleterious obligation with respect to any action or toxic substances claim of infringement which is based upon or materials will be used in or on the Products; that the Products in normal and proper use will not harm the user thereof; and that the Products will be manufactured, sold and distributed in strict compliance with all applicable laws and regulations. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising arises out of the use by of any person Product, or any part thereof (a) in a manner for which it was not intended; (b) in a modified form without the permission of Products sold by Licensee. Similarly, Licensor will defend, indemnify and hold Licensee harmless from all product liability on Bose; or (c) in combination with any other products bearing the Trademarks system, equipment or devices not manufactured, sold, distributed or advertised contemplated by the Licenseeapplicable Model Specifications. Reseller shall not be entitled to indemnification for infringement unless Reseller (a) gives Bose prompt written notice of any action or threat of action, the ground for such action and Licensee shall give Licensor prompt notice all prior claims relating to any actual or threatened action; (b) gives Bose in writing the sole control of the defense of the action and all such suitsnegotiations for its settlement or compromise and (c) fully and completely cooperates with Bose in its defense of the action and all negotiations for its settlement or compromise. The indemnification shall not apply to any claim of patent or copyright infringement based upon the use of any part, claims component or other actions device furnished or proceedings brought against itsupplied by Reseller. IN NO EVENT SHALL BOSE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO ANY BOSE PRODUCT. B. Licensee agrees (d) If any Product, or any part thereof, supplied by Bose hereunder, becomes or in Bose opinion is likely to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising from become the subject or claim of infringement of a United States or foreign patent or copyright caused by copyright, Reseller shall permit Bose, at Bose option and expense (a) to procure for Reseller the manufactureright to continue using and selling the Product, advertisement or sale of (b) to replace or modify the ProductsProduct so that it becomes noninfringing. C. Licensor will promptly notify Licensee in writing of all suits(e) EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION 8, claims or other actions or proceedings brought against Licensor and against which Licensee has agreed to defendBOSE DISCLAIMS ALL WARRANTIES, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; providedEXPRESS OR IMPLIED, howeverWITH REGARD TO BOSE PRODUCTS SOLD PURSUANT TO THIS AGREEMENT, that Licensor shall have given Licensee prompt notice in writing and shall have given Licensee all pertinent information in Licensor's possession to enable and permit Licensee to defendINCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. D. Licensee shall procure and maintain at its own expense in full force and effect at all times during which the Products are being sold and for three (3) years after the sales are complete, a Commercial General Liability Insurance with limits and conditions set as follows: throughout the term of the Agreement, Licensee will carry a Commercial General Liability Insurance on an Occurrence Basis with a Combined Single Limit for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and to include Blanket Contractual Liability, Product/ Completed Operations,

Warranty and Indemnity. A. Licensee Seller warrants that the Products products and services ordered hereunder shall be of good quality free from defects in designworkmanship and materials, materialare merchantable, and workmanshipshall strictly conform to applicable specifications, and that they drawings, samples approved by Buyer, or other descriptions, if any, including performance specifications, shall be suitable for their intended purposes; that no injuriouspurpose, poisonous, deleterious or toxic substances or materials will be used in or on the Products; that the Products in normal transferred to Buyer free of liens, claims and proper use will not harm the user thereof; and that the Products encumbrances, and, if of Seller’s design, will be manufacturedfree from design defects. These warranties shall be in addition to all other warranties, sold express, implied or statutory. All warranties shall run to Buyer, its customers and distributed subsequent owners of the products or end products of which they are a part. The Seller warranties the merchandise furnished under this purchase order for the terms considered under UCC. Seller agrees, at its expense, to defend or, at Buyer’s option, assist in the defense of any action or claim against any of the Buyer Parties and their users and customers insofar as such action or claim is based upon or alleges breach of the foregoing warranty, negligence in assembly or design, strict compliance with all applicable laws and regulationsliability in tort, failure to properly warn, or other breach of this Agreement. Licensee Seller agrees to defendindemnify the Buyer Parties and their users and customers from and against all expense (including, indemnify without limitation), attorney fees, judgments, settlements, cost, loss, damage or liability resulting from the breach of any or all of said warranties, express or implied, negligence in manufacture, assembly or design, strict liability in tort, or failure to properly warn, or other breach of this Agreement. Seller agrees to carry insurance adequate to cover any potential costs or liability hereunder and list Buyer as an additional insured but for only loss due to the negligence of the Seller or Seller’s manufacture and/or sale of products that do not meet the requirements of this Agreement. Notice of breach shall be deemed sufficient if given reasonably promptly after discovery thereof by Buyer. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive. No provision of Seller’s quotation, acknowledgment, invoice or other communication from Seller to Buyer shall in any way operate to disclaim, limit, exclude or modify the foregoing warranty. If the products ordered hereunder fail to comply with an applicable consumer product safety rule or contain a product defect, which creates a substantial risk of injury to the public, such that notification to the Consumer Product Safety Commission is appropriate, all costs and expenses of any recall, voluntary or involuntary, shall be the sole and exclusive responsibility of Seller, who agrees to save, indemnify, and hold Licensor harmless against any liabilities and expenses arising out of use by any person of Products sold by Licensee. Similarly, Licensor will defend, indemnify and hold Licensee harmless from all product liability on any other products bearing the Trademarks not manufactured, sold, distributed or advertised by the Licensee, and Licensee shall give Licensor prompt notice in writing of all such suits, claims or other actions or proceedings brought against itBuyer Parties therefrom. B. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising from the infringement of a patent or copyright caused by the manufacture, advertisement or sale of the Products. C. Licensor will promptly notify Licensee in writing of all suits, claims or other actions or proceedings brought against Licensor and against which Licensee has agreed to defend, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; provided, however, that Licensor shall have given Licensee prompt notice in writing and shall have given Licensee all pertinent information in Licensor's possession to enable and permit Licensee to defend. D. Licensee shall procure and maintain at its own expense in full force and effect at all times during which the Products are being sold and for three (3) years after the sales are complete, a Commercial General Liability Insurance with limits and conditions set as follows: throughout the term of the Agreement, Licensee will carry a Commercial General Liability Insurance on an Occurrence Basis with a Combined Single Limit for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and to include Blanket Contractual Liability, Product/ Completed Operations,

Warranty and Indemnity. A. Licensee (a) Seller expressly warrants that all goods, material and workmanship will conform to applicable drawings, specifications, samples, or other descriptions given, will be merchantable and fit for the Products purpose intended, and will be free from defects. All goods delivered shall meet all required UL/CSA or other international regulatory requirements as are mandated in the country of final sale. All goods delivered and services performed will be subject to test and inspection by Buyer at the place of manufacture or at destination or at both. Any of the goods found at any time to be damaged (including goods damaged due to unsatisfactory packaging by Seller) or defective or not in conformity with Buyer's purchase order may be corrected by Buyer at Seller’s expense or rejected and returned at Seller’s expense. If Buyer elects to return such goods to Seller at any time, Buyer shall be entitled to a credit equal to the purchase price of good quality the goods or services, plus 15% of the purchase price of the goods or services. However, ▇▇▇▇▇’s inspection or failure to inspect shall in designno way relieve Seller of responsibility hereunder. (b) To the fullest extent permitted by law, materialSeller agrees to indemnify and hold harmless Buyer from and against any and all liabilities, losses, damages, judgments, awards, costs, fees, and workmanshipexpenses, including all incidental and consequential damages (including, but not limited to, attorneys' fees and costs of investigation) incurred by Buyer resulting from or relating to any claim, notice, allegation, complaint, demand, action, lawsuit, investigation, proceeding, or other process or procedure of any kind (including, but not limited to, Buyer’s own internal investigations, proceedings processes or procedures, and that they shall be suitable for their intended purposes; that no injuriousthose based in whole or part on patent, poisonoustrademark or copyright infringement, deleterious negligence, product liability, quality defects, willful misconduct, breach of express or toxic substances implied warranties, strict liability, deceptive or materials will be used unfair trade practices, advertising liability, governmental statute or regulation, and the like) and caused by, arising out of or in any way resulting from the goods, materials, products, or services provided, shipped, furnished or delivered or services performed by Seller to, for, or on behalf of Buyer. The obligations of Seller under this Section 7(b) shall survive cancellation or termination of each purchase order agreement. The obligations of Seller under this Section 7(b) are independent and do not in any way limit or satisfy the Products; obligations of Seller to Buyer under any other provision of this agreement. (c) In the event that the Products in normal and proper use will not harm the user thereof; and that the Products will be manufactured, sold and distributed in strict Buyer becomes subject to any investigation or report to a governmental agency or voluntary standards organization relating to compliance with all applicable laws and regulations. Licensee safety regulations or product safety, or becomes subject to any corrective action plan, consent agreement or order requiring corrective action (including without limitation notice, recall, retrofit, repair, replacement or the refund of purchase price of said products or services, whether at the wholesale, retail or consumer distribution level), whether such corrective action plan, consent agreement or order is voluntary or is a mandate of any governmental agency or voluntary standards organization, or becomes subject to Buyer's own investigation relating to compliance with safety regulations or product safety, as the result of, arising from or in any way related to the goods, materials, products or services provided, shipped, furnished or delivered or services performed by Seller to, for, or on behalf of Buyer, Seller agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising out of use by any person of Products sold by Licensee. Similarly, Licensor will defendprotect, indemnify and hold Licensee harmless Buyer from any and all product liability on expenses and liabilities (including without limitation attorneys' fees and expenses, administrative costs and expenses, costs of investigation, notice, corrective action, recall, repair, replacement or the refund of the purchase price) which may be incurred in connection with any other products bearing the Trademarks not manufacturedsuch investigation, soldcorrective action plan, distributed consent agreement or advertised by the Licenseeorder requiring corrective action, and Licensee shall give Licensor prompt notice or in writing of all assuring compliance or aiding or assisting compliance with such suits, claims or other actions or proceedings brought against itmandates. B. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising from the infringement (d) The obligations of a patent Seller under this Section 7 shall survive cancellation or copyright caused by the manufacture, advertisement or sale termination of the ProductsBuyer’s purchase. C. Licensor will promptly notify Licensee in writing of all suits, claims or other actions or proceedings brought against Licensor and against which Licensee has agreed to defend, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; provided, however, that Licensor shall have given Licensee prompt notice in writing and shall have given Licensee all pertinent information in Licensor's possession to enable and permit Licensee to defend. D. Licensee shall procure and maintain at its own expense in full force and effect at all times during which the Products are being sold and for three (3) years after the sales are complete, a Commercial General Liability Insurance with limits and conditions set as follows: throughout the term of the Agreement, Licensee will carry a Commercial General Liability Insurance on an Occurrence Basis with a Combined Single Limit for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and to include Blanket Contractual Liability, Product/ Completed Operations,

Warranty and Indemnity. A. Licensee 9.1 The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's professionalism, skill, expertise and experience in the performance of the Services and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Services and the accuracy of any documents, conceived, originated, made or developed by the Contractor as part of this Contract and the accuracy of reimbursement payments to Parenting Classes Accredited Providers . The Contractor warrants that any goods supplied by the Products shall Contractor forming a part of the Services will be of good satisfactory quality and fit for their purpose and will be free from defects in design, material, material and workmanship. 9.2 Without prejudice to any other remedy, and that they if any part of the Services is not performed in accordance with this Contract then the Department shall be suitable entitled, where appropriate to: 9.2.1 require the Contractor promptly to re-perform or replace the relevant part of the Services without additional charge to the Department; or 9.2.2 assess the cost of remedying the failure (“the assessed cost”) and to deduct from any sums due to the Contractor the Assessed Cost for their intended purposes; the period that no injurious, poisonous, deleterious or toxic substances or materials will such failure continues. 9.3 The Contractor shall be used in or on the Products; that the Products in normal liable for and proper use will not harm the user thereof; and that the Products will be manufactured, sold and distributed in strict compliance with all applicable laws and regulations. Licensee agrees to defend, indemnify and hold Licensor harmless keep indemnified the Department in full against any liabilities and expenses expense, liability, loss, claim or proceedings arising under statute or at common law in respect of personal injury to or death of any person whomsoever or loss of or damage to property whether belonging to the Department or otherwise arising out of use or in the course of or caused by the provision of the Services. 9.4 The Contractor shall be liable for and shall indemnify the Department against any expense, liability, loss, claim or proceedings arising as a result of or in connection with any breach of the terms of this Contract or otherwise through the default of the Contractor. 9.5 All property of the Contractor whilst on the Department's premises shall be there at the risk of the Contractor and the Department shall accept no liability for any loss or damage howsoever occurring to it. 9.6 The Contractor comply with the Fraud Statement at Annex 3 of this Contract and shall therefore be liable for and shall indemnify the Department against any expense, liability, loss, claim or proceedings arising as a result of fraudulent and or invalidated payments made to Approved or non Approved Parenting Classes Providers where the circumstances described in the Fraud Statement are deemed to apply. 9.7 The Contractor shall be liable for and shall pay damages to the Department in respect of all direct Losses (including legal expenses and disbursements), arising as a result of any breach of the terms of this Contract or otherwise through the default and/or negligence of the Contractor and/or its Staff, including:- 9.7.1 payments made to approved or non approved Parenting Classes Providers in respect of redeemed Parenting Classes Vouchers based on validation information that the Contractor ought to have reasonably known was inaccurate or otherwise where the Contractor could not reasonably have authorised such a payment be made; 9.7.2 Losses arising from a fraud against the Parenting Classes Voucher Fund, whether by an Organisation, by Staff or otherwise provided the Contractor in the reasonable opinion of the Department has failed to comply with the Fraud Statement (Annex 3 of the Contract) or failed to take Best Industry Practice precautions to prevent such fraud; 9.7.3 the Losses suffered by the Department in remedying any breach of this Contract by the Contractor; 9.7.4 the Department's reasonable costs of conducting a reprocurement exercise following the termination of this Contract due to the Contractor's breach. 9.8 The Contractor shall ensure that it has adequate insurance cover with an insurer of good repute to cover claims under this Contract or any other claims or demands which may be brought or made against it by any person suffering any injury damage or loss in connection with this Contract. The Contractor shall upon request produce to the Department, it's policy or policies of Products sold by Licensee. Similarlyinsurance, Licensor will defend, indemnify and hold Licensee harmless from all product liability on any other products bearing together with the Trademarks not manufactured, sold, distributed or advertised by receipt for the Licensee, and Licensee shall give Licensor prompt notice in writing of all such suits, claims or other actions or proceedings brought against it. B. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising from the infringement of a patent or copyright caused by the manufacture, advertisement or sale payment of the Productslast premium in respect of each policy or produce documentary evidence that the policy or policies are properly maintained. C. Licensor will promptly notify Licensee in writing of all suits, claims or other actions or proceedings brought against Licensor and against which Licensee has agreed to defend, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; provided, however, that Licensor shall have given Licensee prompt notice in writing and shall have given Licensee all pertinent information in Licensor's possession to enable and permit Licensee to defend. D. Licensee shall procure and maintain at its own expense in full force and effect at all times during which the Products are being sold and for three (3) years after the sales are complete, a Commercial General Liability Insurance with limits and conditions set as follows: throughout the term of the Agreement, Licensee will carry a Commercial General Liability Insurance on an Occurrence Basis with a Combined Single Limit for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and to include Blanket Contractual Liability, Product/ Completed Operations,

Warranty and Indemnity. A. Licensee (a) Seller expressly warrants that all goods, material and workmanship will conform with applicable drawings, specifications, samples, or other descriptions given, will be merchantable and fit for the Products purpose intended, and will be free from defects. All goods delivered shall meet all required UL/CSA or other international regulatory requirements as are mandated in the country of final sale. All goods delivered and services performed will be subject to test and inspection by Buyer at the place of manufacture or at destination or at both. Any of the goods found at any time to be damaged (including goods damaged due to unsatisfactory packaging by Seller) or defective or not in conformity with Buyer's purchase order may be corrected by Buyer at Seller’s expense or rejected and returned at Seller’s expense. If Buyer elects to return such goods to Seller at any time, Buyer shall be entitled to a credit equal to the purchase price of good quality the goods or services, plus 15% of the purchase price of the goods or services. However, Buyer’s inspection or failure to inspect shall in designno way relieve Seller of responsibility hereunder. (b) To the fullest extent permitted by law, materialSeller agrees to indemnify and hold harmless Buyer from and against any and all liabilities, losses, damages, judgments, awards, costs, fees, and workmanshipexpenses, including all incidental and consequential damages (including, but not limited to, attorneys' fees and costs of investigation) incurred by Buyer resulting from or relating to any claim, notice, allegation, complaint, demand, action, lawsuit, investigation, proceeding, or other process or procedure of any kind (including, but not limited to, Buyer’s own internal investigations, proceedings, processes or procedures, and that they shall be suitable for their intended purposes; that no injuriousthose based in whole or part on patent, poisonoustrademark or copyright infringement, deleterious negligence, product liability, quality defects, willful misconduct, breach of express or toxic substances implied warranties, strict liability, deceptive or materials will be used unfair trade practices, advertising liability, governmental statute or regulation, and the like) and caused by, arising out of or in any way resulting from the goods, materials, products, or services provided, shipped, furnished or delivered or services performed by Seller to, for, or on behalf of Buyer. (c) In the Products; event that the Products in normal and proper use will not harm the user thereof; and that the Products will be manufactured, sold and distributed in strict Buyer becomes subject to any investigation or report to a governmental agency or voluntary standards organization relating to compliance with all applicable laws and regulations. Licensee safety regulations or product safety, or becomes subject to any corrective action plan, consent agreement or order requiring corrective action (including without limitation notice, recall, retrofit, repair, replacement or the refund of purchase price of said products or services, whether at the wholesale, retail or consumer distribution level), whether such corrective action plan, consent agreement or order is voluntary or is a mandate of any governmental agency or voluntary standards organization, or becomes subject to Buyer's own investigation relating to compliance with safety regulations or product safety, as the result of, arising from or in any way related to the goods, materials, products or services provided, shipped, furnished or delivered or services performed by Seller to, for, or on behalf of Buyer, Seller agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising out of use by any person of Products sold by Licensee. Similarly, Licensor will defendprotect, indemnify and hold Licensee harmless Buyer from any and all product liability on expenses and liabilities (including without limitation attorneys' fees and expenses, administrative costs and expenses, costs of investigation, notice, corrective action, recall, repair, replacement or the refund of the purchase price) which may be incurred in connection with any such investigation, corrective action plan, consent agreement or order requiring corrective action, or in assuring compliance or aiding or assisting compliance with such mandates. (d) The obligations of Seller under this Section 7 shall survive cancellation or termination of Buyer’s purchase and are independent and do not in any way limit or satisfy the obligations of Seller to Buyer under any other products bearing the Trademarks not manufactured, sold, distributed or advertised by the Licensee, and Licensee shall give Licensor prompt notice in writing provision of all such suits, claims or other actions or proceedings brought against itthis agreement. B. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising from the infringement of a patent or copyright caused by the manufacture, advertisement or sale of the Products. C. Licensor will promptly notify Licensee in writing of all suits, claims or other actions or proceedings brought against Licensor and against which Licensee has agreed to defend, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; provided, however, that Licensor shall have given Licensee prompt notice in writing and shall have given Licensee all pertinent information in Licensor's possession to enable and permit Licensee to defend. D. Licensee shall procure and maintain at its own expense in full force and effect at all times during which the Products are being sold and for three (3) years after the sales are complete, a Commercial General Liability Insurance with limits and conditions set as follows: throughout the term of the Agreement, Licensee will carry a Commercial General Liability Insurance on an Occurrence Basis with a Combined Single Limit for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and to include Blanket Contractual Liability, Product/ Completed Operations,

Warranty and Indemnity. A. Licensee The Supplier warrants to the Department that the obligations of the Supplier under this Agreement will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department relies on the Supplier's skill, expertise and experience in the performance of the Services and also upon the accuracy of all representations or statements made and the advice given by the Supplier in connection with the performance of the Services and the accuracy of any documents conceived, originated, made or developed by the Supplier as part of this Agreement. The Supplier warrants that any goods supplied by the Products shall Supplier forming a part of the Services will be of good satisfactory quality and fit for their purpose and will be free from defects in design, material, material and workmanship. Without prejudice to any other remedy, if any part of the Services is not performed in accordance with this Agreement the Department may: require the Supplier promptly to re-perform or replace the relevant part of the Services without additional charge to the Department; or assess the cost of remedying the failure (the “Assessed Cost”) and to deduct from any sums due to the Supplier the Assessed Cost for the period that they such failure continues. The Supplier shall be suitable liable for their intended purposes; that no injurious, poisonous, deleterious or toxic substances or materials will be used and shall indemnify the Department in or on the Products; that the Products in normal and proper use will not harm the user thereof; and that the Products will be manufactured, sold and distributed in strict compliance with all applicable laws and regulations. Licensee agrees to defend, indemnify and hold Licensor harmless full against any liabilities and expenses expense, liability, loss, claim or proceedings arising under statute or at common law in respect of personal injury to or death of any person whomsoever or loss of or damage to property whether belonging to the Department or otherwise arising out of use by any person or in the course of Products sold by Licensee. Similarly, Licensor will defend, indemnify and hold Licensee harmless from all product liability on any other products bearing the Trademarks not manufactured, sold, distributed or advertised by the Licensee, and Licensee shall give Licensor prompt notice in writing of all such suits, claims or other actions or proceedings brought against it. B. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising from the infringement of a patent or copyright caused by the manufacture, advertisement or sale provision of the Products. C. Licensor will promptly notify Licensee in writing of all suitsServices. The Supplier shall be liable for and shall indemnify the Department against any expense, claims or other actions liability, loss, claim or proceedings brought against Licensor and against which Licensee has agreed to defend, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; provided, however, that Licensor shall have given Licensee prompt notice arising as a result of or in writing and shall have given Licensee all pertinent information in Licensor's possession to enable and permit Licensee to defend. D. Licensee shall procure and maintain at its own expense in full force and effect at all times during which the Products are being sold and for three (3) years after the sales are complete, a Commercial General Liability Insurance connection with limits and conditions set as follows: throughout the term any breach of the Agreement, Licensee will carry a Commercial General Liability Insurance terms of this Agreement or otherwise through the default of the Supplier. All property of the Supplier whilst on an Occurrence Basis with a Combined Single Limit the Department's premises shall be there at the risk of the Supplier and the Department shall accept no liability for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and any loss or damage howsoever occurring to include Blanket Contractual Liability, Product/ Completed Operations,it.