Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor shall indemnify, defend and hold harmless Licensee and the Company Affiliates, the representatives and agents thereof, and each of the successors and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “Licensee Indemnified Parties”), from and against any and all Damages suffered by any of the Licensee Indemnified Parties resulting from, arising out of, relating to or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) any breach by Licensor of this Agreement (including in respect of any representation or warranty of Licensor as of the Effective Date, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, except with respect to all of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant to the terms of clause (i) of Section 13.1 (without giving effect to Section 13.3).

Indemnification by Licensor. Licensor shall (i) indemnify, defend and hold harmless Licensee and defend (or at its option settle) any claim or suit against Pumatech, or their officers, directors, agents, and employees (the Company Affiliates, “Indemnified Parties”) arising from or related to any alleged infringement of any Intellectual Property Right by the representatives and agents Programs or use thereof, and each (ii) pay any judgment entered against any Indemnified Party on such claim when due, or any settlement thereof. The following procedures shall apply to any indemnified claim: (a) Licensor shall have sole control of the successors defense and/or settlement (b) the Indemnified Party must notify Licensor promptly in writing of such claim or suit and assigns give Licensor all information known to it relating thereto, and (c) the Indemnified Party must reasonably cooperate with Licensor in the settlement and/or defense. The Indemnified Party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Licensor. If all or any part of the Programs are, or in the opinion of Licensor may become, the subject of any claim or suit for infringement of any Intellectual Property Right, Licensor may, and in the event of any adjudication that any Program or any part thereof does infringe or if the use of a Program or any part thereof is enjoined Licensor shall, at its option and expense, do one of the foregoing following: (but excluding 1) procure for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “Licensee Indemnified Parties”), from and against any and all Damages suffered by any of the Licensee Indemnified Parties resulting from, arising out of, relating the right to use and distribute the Program or incurred the affected part thereof; (2) replace the Program or affected part with respect non-infringing programs; or (3) modify the Program or affected part to (without duplication of any amounts paid pursuant to make it non-infringing. Licensor will have no obligations under this Section 7.2 of the Purchase Agreement): (i) any breach by Licensor of this Agreement (including in respect of any representation or warranty of Licensor as of the Effective Date, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); a claim described therein is based upon (iia) any third-party claimthe combination, suitoperation, demandor use of the Program with software that was not provided by Licensor, investigationif such claim would have been avoided in the absence of such combination, proceeding, arbitration or litigation against any Licensee Indemnified Party that operation;(b) the use of any Registered ▇▇▇▇ for the Applicable Registered Services a Program in the Applicable Registered Country violates a manner not authorized by this Agreement; or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (xc) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, except with respect to all most recent version of the foregoing for those Damages for which Licensee has an obligation to indemnify Programs if use of a Licensor Indemnified Party pursuant to the terms of clause (i) of Section 13.1 (without giving effect to Section 13.3)more recent version would avoid such infringement.

Indemnification by Licensor. Licensor shall indemnify, defend and hold harmless Licensee and the Company Affiliates, the representatives and agents thereof, and each of the successors and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “"Licensee Indemnified Parties”"), from and against any and all Damages suffered by any of the Licensee Indemnified Parties resulting from, arising out of, relating to or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) any breach by Licensor of this Agreement (including in respect of any representation or warranty of Licensor as of the Effective Date, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s 's ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, except with respect to all of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant to the terms of clause (i) of Section 13.1 (without giving effect to Section 13.3).

Indemnification by Licensor. Licensor shall indemnify, defend and hold harmless Licensee and the Company its Affiliates, the representatives and agents thereof, Sublicensees and each of the successors their respective employees, officers, directors and assigns of any of the foregoing agents (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than each a Company Affiliate) (collectively, the “Licensee Indemnified PartiesIndemnitee”), ) from and against any and all Damages suffered liabilities, losses and damages (“Losses”) that result from any Claim made or brought against a Licensee Indemnitee by or on behalf of such Third Party, and any direct out-of-pocket costs and expenses (including reasonable attorneys’ fees) (“Litigation Costs”) incurred by a Licensee Indemnitee while investigating or conducting the defense of such Third Party Claim, in either case, solely to the extent such Claim is based on or arises out of: 14.1.1 the breach by Licensor of any representation, warranty or covenant contained in this Agreement; 14.1.2 the gross negligence or willful misconduct by any of the Licensee Indemnified Parties resulting fromLicensor Indemnitees in the performance of Licensor’s obligations under this Agreement; 14.1.3 the Exploitation by or on behalf of Licensor, arising out of, relating to its Affiliates or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 licensees of the Purchase Agreement): (i) any breach by Licensor of this Agreement (including in respect of any representation Compound or warranty of Licensor as of the Product prior to the Effective Date; 14.1.4 the Exploitation by or on behalf of Licensor, its Affiliates or with respect its licensees of ImmTOR (other than as comprising the Product) prior to the exercise Effective Date or during the Term; 14.1.5 the Exploitation by or on behalf of Licensor, its Affiliates or licensees of the Option Product following the Term and the use of the Reversion Technology in connection with respect the same; or 14.1.6 any of the Additional ImmTOR Agreements prior to any Option Territory, as of the date of license assignment of such Additional ImmTOR Agreements to Licensee; provided, however, that in the case of Sections 14.1.1 to 14.1.6 (inclusive), such indemnification right shall not apply to any Claims, Losses or Litigation Costs (a) to the extent applicable); (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except directly attributable to the extent resulting from, arising out of, relating to gross negligence or incurred with respect to (x) any use willful misconduct of any Licensed ▇▇▇▇ by any Person in a Licensee Indemnitee or Licensee’s breach of this Agreement or any sublicenseAgreement, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (zb) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, except with respect to all of the foregoing for those Damages for which Licensee has an obligation is obligated to indemnify a Licensor Indemnified Party pursuant to the terms of clause (i) of under Section 13.1 (without giving effect to Section 13.3)14.2.

Indemnification by Licensor. Licensor shall indemnifyhereby agrees to defend, defend and hold harmless Licensee and the Company indemnify (collectively, “Indemnify”) POINT and its Affiliates, the representatives and its and their directors, officers, employees, contractors and agents thereof, and each of the successors and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “Licensee Indemnified PartiesPOINT Indemnitees”), ) from and against any and all Damages suffered by any of the Licensee Indemnified Parties resulting from, arising out of, relating to liability or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) any breach by Licensor of this Agreement expense (including in respect reasonable legal expenses, costs of any representation or warranty of Licensor as of the Effective Datelitigation and attorneys’ fees), damages, or with respect to the exercise judgments, whether for money or equitable relief (collectively, “Losses”) resulting from suits, proceedings, claims, actions, demands, or threatened claims, actions or demands, in each case brought by a Third Party (each, a “Third Party Claim”) against a POINT Indemnitee, including, for each of the Option with respect to any Option Territory, as of the date of license to the extent applicableclauses (a); (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (yb) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or and (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licenseec), and any matter relating theretobelow, including (x) any failure bodily injury, risk of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, bodily injury, death, loss property damage, and product liability Third Party Claims or other damages the failure to comply with Law arising out of or relating to, directly or indirectly: (a) The Licensor’s, its Affiliates or subcontractors’ (collectively, the “Licensor Parties”) activities under the Commercialization Plan; (b) The Licensor Parties’ negligence, recklessness, intentional misconduct or intentional acts or omissions; provided that the foregoing shall not apply to any action or omission undertaken at the direction or request of any kind, except with respect to all POINT Indemnitee outside of the foregoing for those Damages for which Licensee has an Commercialization Plan; or (c) The Licensor’s material and uncured breach of any representation, warranty or covenant set out in this Agreement. (d) Licensor’s obligation to indemnify a Licensor Indemnified Party Indemnify the POINT Indemnitees pursuant to this Section 13.1 shall not apply to the terms of clause extent that any such Losses (i) arise from the negligence or intentional misconduct of Section 13.1 any POINT Indemnitee; (without giving effect to Section 13.3)ii) arise from any material breach by POINT of this Agreement; or (iii) arise out of POINT’s activities under the Commercialization Plan.

Indemnification by Licensor. 8.1 Licensor shall defend, indemnify, defend and hold harmless Licensee and the Company Affiliates, the representatives and agents thereofits Affiliates (other than Licensor), and each of the successors their respective employees, officers, directors, agents and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) representatives (collectively, the “Licensee Indemnified Parties”), harmless from and against any and all Damages suffered losses, costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any claim by any of the Licensee Indemnified Parties resulting from, arising out of, relating to or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) any breach by Licensor of this Agreement (including in respect of any representation or warranty of Licensor as of the Effective Date, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out that any use of, relating to or incurred with respect to access to, the businessLicensed Intellectual Property or Licensed Software by such Licensee Indemnified Party as expressly authorized under or contemplated by these Terms infringes or misappropriates, operations, conduct, acts or omissions of Licensoras applicable, any trademarks, patent, copyrights, trade secrets or other intellectual property rights of any third party; provided that Licensee gives Licensor Affiliate or any (i) prompt written notice of their agentssuch claim; (ii) reasonable authority to control and direct the defense and settlement of such claim; and (iii) such information and assistance as Licensor may reasonably request, Subsidiariesat Licensor’s expense, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with such defense or settlement. Notwithstanding the foregoing, Licensor shall not settle any service third-party claim against any Licensee Indemnified Party (A) if such settlement requires such Licensee Indemnified Party to admit to any wrongdoing (other than the Authorized Services in respect of any actual wrongdoing by such Licensee Indemnified Party), or (B) unless (i) such settlement completely and forever releases such Licensee Indemnified Party with respect thereto, or (ii) such Licensee Indemnified Party provides its prior written consent to such settlement. In any action for which shall not include the business, operations, conduct, acts or omissions Licensor provides defense on behalf of any Licensee Indemnified Party, such Licensee Indemnified Party may participate in such defense at its own expense by counsel of its choice. 8.2 Notwithstanding Section 8.1, Licensor shall have no obligation or any direct liability to the extent that the alleged infringement is caused by (i) the combination, operation, or indirect sublicenseeuse of the Licensed Intellectual Property, franchiseeLicensed Software or Licensed Manager Usage with products, Affiliate services, information, materials, technologies, business methods or agent of Licensee)processes not furnished by Licensor; (ii) modifications to the Licensed Intellectual Property, Licensed Software or, which modifications are not made by Licensor or its agents; (iii) failure to use updates to the Licensed Intellectual Property, Licensed Software or Website Content provided by Licensor, provided that updates to the Licensed Intellectual Property and Licensed Software are in all material respects equivalent to, and may be readily substituted for, the Software being updated; and provided further that Licensee shall be afforded a reasonable amount of time to implement any matter relating thereto, including update; or (xiv) any failure use of any such Person to comply the Licensed Intellectual Property or Licensed Software except in accordance with any applicable Law and user documentation or specifications which have been specifically notified to Licensee (ycircumstances under the foregoing clauses (i) acts or omissions - (iv), collectively, “Licensee Indemnity Responsibilities”). 8.3 Upon the occurrence of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence claim for which indemnity is or willful misconductmay be due under this Section 8, or resulting in damage the event that Licensor reasonably believes that such a claim is likely, Licensor may, at its option (i) appropriately modify the Licensed Intellectual Property, Licensed Software or destruction of property, injury, death, loss Licensed Manager Usage so that they become non-infringing (provided such modifications do not alter the functionality or other damages of any kind, except with respect to all operations of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant Licensed Intellectual Property or Licensed Software in any material adverse respect), or substitute functionally equivalent software or services (at no cost to the terms of Licensee, including for any required customizations); (ii) obtain a proper license to the applicable third-party intellectual property rights; or (iii) if the foregoing options in clause (i) and (ii) are not reasonably available, terminate the license to the affected Licensed Intellectual Property or Licensed Software or cease use of the affected Licensed Manager Usage. The obligations set forth in this Section 13.1 (without giving effect 8 shall constitute Licensor’s entire liability and Licensee’s sole remedy for any actual or alleged infringement or misappropriation referred to in Section 13.3)8.1.

Indemnification by Licensor. (a) Licensor shall indemnify, defend and hold harmless Licensee and the Company Affiliatesits shareholders, the representatives directors, officers, members, managers, employees, agents and agents thereofend users, and each of the successors their respective successors, heirs and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectivelyassigns, the “Licensee Indemnified Parties”), from and against any and all Damages suffered by any of the Licensee Indemnified Parties resulting fromclaims, wherever brought and however denominated, including all damages in connection therewith, arising out offrom any breach of Licensor’s obligations under this Agreement. Licensee shall indemnify, relating to or incurred with respect to (without duplication of defend and hold harmless Licensor and its shareholders, directors, officers, members, managers, employees and agents, and their respective successors, heirs and assigns, against any amounts paid pursuant to Section 7.2 of the Purchase Agreement): and all claims, wherever brought and however denominated, including all damages in connection therewith, arising from (i) any breach by Licensor of Licensee’s obligations under this Agreement (including in respect of any representation or warranty of Licensor as of the Effective DateAgreement, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (ii) any thirdclaim by any end-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that user of the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party Licensed Software except to the extent resulting from, arising out of, relating to or incurred such claim results from a breach of Licensor’s obligations hereunder. (b) A Party seeking indemnification hereunder (the “Indemnified Party”) shall give the Party against which the Indemnified Party seeks indemnification hereunder (the “Indemnifying Party”) prompt written notice of any claim with respect to (x) which indemnification obligations apply, but any use delay or failure of such notice shall not excuse Indemnifying Party’s indemnification obligations except to the extent that the Indemnifying Party’s legal position is actually prejudiced thereby. The Indemnifying Party shall have the right to assume and control the defense and settlement of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicensesuch claim; except that Indemnified Party shall have the right to control, (y) any combination at the Indemnified Party’s expense, the defense and settlement of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or such claim if: (zi) the provision Indemnified Party reasonably determines that there is a conflict of any service interest between the Indemnifying Party and the Indemnified Party with respect to such claim; (ii) the Indemnifying Party fails to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the Indemnifying Party’s receipt of notice of the claim; or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claimin the reasonable opinion of counsel to the Indemnified Party, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee the claim could result in the Indemnified Party resulting frombecoming subject to injunctive or other non-monetary relief that could have a material adverse effect on the Indemnified Party’s ongoing business. Any Party not controlling the defense shall have the right to participate in the claim at its own expense, arising out ofbut in any event shall cooperate with the controlling Party in the investigation and defense of the claim. (c) If the Indemnifying Party is entitled to, relating to or incurred and does, assume and control the defense and settlement of any claim with respect to which its indemnification obligations apply, then the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under Indemnifying Party shall not settle such claim without the SothebyIndemnified Party’s ▇▇▇▇ in connection with any service other than the Authorized Services prior written consent (which consent shall not be unreasonably withheld or delayed), unless (i) the sole relief provided in such settlement is monetary in nature and shall be paid in full by the Indemnifying Party, (ii) such settlement does not include any finding or admission of a violation by the business, operations, conduct, acts or omissions Indemnified Party of any Licensee applicable laws or Third Party’s rights, and (iii) such settlement could not reasonably be construed to (A) limit or impair the validity or enforceability of the Licensed Software or Improvements or the Indemnified Party’s rights therein or (B) limit or adversely affect the conduct of the Indemnified Party. Whenever the Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent controls the defense and settlement of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, except a claim with respect to all of which the foregoing Indemnifying Party’s indemnification obligations apply, the Indemnifying Party shall not be liable for those Damages for which Licensee has an obligation to indemnify a Licensor any settlement thereof effected by the Indemnified Party pursuant unless the Indemnified Party shall have obtained the Indemnifying Party’s prior written consent to the terms of clause proposed settlement (i) of Section 13.1 (without giving effect to Section 13.3which consent shall not be unreasonably withheld or delayed). (d) No liability shall attain against any officer, director, member, agent, or employee of Licensor; any such liability shall be paid solely from the assets of Licensor. (e) IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF THE LICENSED SOFTWARE, INCLUDING WITHOUT LIMITATION SUCH DAMAGES ARISING FROM DAMAGE TO LICENSEE’S OR END-USERS’ EQUIPMENT, EVEN IF LICENSOR HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnification by Licensor. Licensor shall indemnify, defend indemnify and hold harmless Licensee, its officers, directors, employees and Affiliates from any and all liability arising out of any third party suit, action, legal proceeding, claim or demand, of whatever kind or character, including claims of trademark or service ▇▇▇▇ infringement or unfair competition, that the use by Licensee of the Licensed Trademarks, as authorized and approved by Licensor pursuant to this Agreement, violates the Company Affiliates, rights of such third party. Licensor's obligations under this Section 11.2 shall apply only to those acts that occur during the representatives and agents thereofperiod during which royalties are due, and each only if: (i) Licensee promptly notifies Licensor of any claim giving rise to such liability and fully discloses to Licensor all information relating to such claim; (ii) Licensee provides reasonable cooperation to Licensor in the successors defense of all such claims, which defense costs and assigns expenses, and to the extent that Licensee incurs any legal expenses that have been approved in writing by Licensor for providing assistance in the defense of any such claims, shall be Licensor's responsibility; (iii) Licensee neither acts nor fails to act in such manner as may jeopardize or compromise such defense or hinder Licensor in providing such defense; and (iv) the claim is by either (a) a third party licensed by Licensor to use the Licensed Trademarks other than under any of the foregoing licenses set forth on Schedule 4(l)(i) of the Recapitalization Agreement or Exhibit 2 hereto, or (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or b) any other sublicensee third party whose rights the Specified Employees had Knowledge of Licensee other than a Company Affiliate) (collectively, the “Licensee Indemnified Parties”), from and against any and all Damages suffered by any of the Licensee Indemnified Parties resulting from, arising out of, relating to or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) any breach by Licensor of this Agreement (including in respect of any representation or warranty of Licensor as of the Effective Date, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services . The limitations set forth in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach Section 12 of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person apply to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, except with respect to all of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant to the terms of clause (i) of Section 13.1 (without giving effect to Section 13.3).this

Indemnification by Licensor. Licensor shall LICENSOR hereby agrees to defend, indemnify, defend and hold harmless Licensee LICENSEE and the Company Affiliatesits affiliates and their respective shareholders, the representatives members, directors, officers, managers, employees, attorneys and agents thereof, and each (collectively referred to as “LICENSEE” for purposes of the successors and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliatethis section) (collectively, the “Licensee Indemnified Parties”), harmless from and against any claims, suits, losses, damages, demands, injuries and all Damages suffered by any of the Licensee Indemnified Parties resulting fromexpenses, arising out ofincluding without limitation reasonable attorneys’ fees, relating to or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): based on (i) any breach by Licensor of this Agreement (including in respect by LICENSOR or any of any representation its servants, agents, contractors or warranty of Licensor as of the Effective Dateemployees, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (ii) any third-party claimnegligent acts, suitwhether by omission or commission, demandthat may be committed by LICENSOR or any of its servants, investigationagents, proceeding, arbitration contractors or litigation against any Licensee Indemnified Party employees; and (iii) allegations that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed LICENSED ▇▇▇▇ by any Person LICENSEE in breach of accordance with this Agreement infringes or any sublicense, (y) any combination otherwise violates the rights of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services third party in the Applicable Registered Country under TERRITORY; provided, however, that the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, foregoing indemnity shall not include allegations arising out of, relating to or incurred with respect to of LICENSEE’s use of the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s LICENSED ▇▇▇▇ in connection any jurisdiction outside of the United States where LICENSOR does not have any registration in force with respect to the LICENSED PRODUCTS, provided that LICENSOR has no actual knowledge of any service other than infringement of any third party rights. LICENSEE shall give LICENSOR prompt written notice of any such claims or suits and LICENSOR shall defend the Authorized Services (same, at its own expense, through counsel of its choice subject to LICENSEE’s approval, which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to be unreasonably withheld. LICENSEE shall comply with any applicable Law and (y) acts settlement or omissions of court order arising from any such Person constituting fraudclaim or suit, tortious conduct, unfair trade practices, negligence including any settlement or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, except with respect order that requires a change to all LICENSEE’s use of the LICENSED ▇▇▇▇. LICENSEE shall have the right to retain its own counsel at its own expense but shall not have the right to settle any such action. LICENSOR shall have the right to terminate LICENSEE’s right to use the LICENSED ▇▇▇▇ in any portion of the TERRITORY without further liability to LICENSEE if LICENSOR determines, in its sole discretion, that it cannot prevail over any such claim or suit despite exercising commercially reasonable efforts to do so. Notwithstanding the foregoing, in no event will the foregoing indemnification provided by LICENSOR for those Damages all claims or suits exceed the amount of the royalties paid by LICENSEE under this Agreement. The indemnity provided for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant to in this Section shall survive the terms expiration or termination of clause (i) of Section 13.1 (without giving effect to Section 13.3)this Agreement.

Indemnification by Licensor. 8.1 Licensor shall agrees to indemnify, defend and hold harmless Licensee and the Company Affiliatesits directors, the representatives and agents thereofofficers, and each of the successors employees, affiliates and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “Licensee Indemnified Parties”), from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and all Damages suffered by any of the Licensee Indemnified Parties resulting fromreasonable attorneys' fees and disbursements) ("Loss") based upon, arising out of, relating or otherwise due to: 8.1.1 Any breach of any material representation, warranty, covenant or agreement of Licensor contained in this Agreement or in any document or other writing delivered pursuant to this Agreement; and 8.1.2 Facts or incurred circumstances existing on or prior to the License Period which give rise to claims by any third parties against the Licensed Assets, including (but not limited to) any claims arising with respect to (without duplication use of the Licensed Assets in any manner. 8.2 Licensee agrees to indemnify, defend and hold harmless Licensor and its directors, officers, employees, affiliates, and assigns from and against any Loss based upon, or arising out of or otherwise due to any negligent use of the Licensed Assets in a library of the Licensee and a third party infringement claim resulting from Licensee's use of products other than the Licensed Assets. 8.3 Promptly after receipt by an Indemnified Party of notice of any amounts paid demand, claim or circumstances which, with the lapse or time, would give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnified Party shall give notice thereof (the "Claims Notice") to the Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (if stated) of the Loss that has been or may be suffered by the Indemnified Party. 8.4 The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall, within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires), notify the Indemnified Party of its intent to do so, and the Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. The Indemnified Party may elect to participate, at its own expense, in the defense of such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnified Party of its election as herein provided, contest its obligations to indemnify under this Agreement, or at any time fails to pursue in good faith the resolution of any Asserted Liability, in the sole opinion of the Indemnified Party, then the Indemnified Party may, upon thirty (30) days' notice to the Indemnifying Party, pay, compromise or defend any such Asserted Liability, which such amount shall then be deducted from and credited to any royalties payable to the Indemnifying Party pursuant to Section 7.2 of 2 hereof. If the Purchase Agreement): (i) any breach by Licensor of this Agreement (including in respect of any representation or warranty of Licensor as of the Effective Date, or with respect Indemnifying Party chooses to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) defend any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee the Indemnified Party resulting from, arising out of, relating to or incurred with respect shall make available to the businessIndemnifying Party any books, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss records or other damages of any kind, except with respect to all of the foregoing documents or personnel within its control that are necessary or appropriate for those Damages for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant to the terms of clause (i) of Section 13.1 (without giving effect to Section 13.3)such defense.

Indemnification by Licensor. ‌ 20.1 Licensor shall indemnifyindemnify Licensee against any third party claim that the Service directly infringes any patent, defend and hold harmless copyright, trademark or trade secret owned or controlled by the third party; provided however, that: (a) Licensee and the Company Affiliates, the representatives and agents notifies Licensor in writing of any such claim within ten (10) days of becoming aware thereof, and each ; (b) Licensor shall have sole control of the successors and assigns defence of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “Licensee Indemnified Parties”), from and against any such claim and all Damages suffered negotiations for its settlement or compromise; (c) Licensee shall cooperate fully with Licensor to facilitate the settlement or defence of such claim; and (d) Licensee has not contributed in any way to the infringement, inter alia by any way of the Licensee Indemnified Parties resulting from, arising out of, relating to or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) modification of the Service or any breach part thereof; (ii) use of the Service not in accordance with the Agreement or for purposes not intended by Licensor Licensor; (ii) integration of this Agreement the Service or any use of the Service in combination with any other system, equipment or software not provided or approved by the Licensor; (including iii) failure to use the most current release of the Software made available to Licensee, where use of such release could have avoided the infringement or alleged infringement. 20.2 In addition, in respect the event an injunction or order shall be obtained against Licensee’s use of the Service by reason of any representation such infringement allegation or warranty if, in Licensor's sole opinion, the Service is likely to become the subject of a claim of infringement or violation of any existing patent, copyright, trademark, trade secret, or other proprietary right of a third party, Licensor as may, without in any way limiting the foregoing, in Licensor's sole discretion and at Licensor's expense either: (a) procure for Licensee the right to continue using the Service; (b) replace or modify the Service so that it becomes non-infringing, but only if the modification or replacement does not, in Licensor's reasonable sole opinion, adversely affect the functional performance or specifications for the Service or its use by Licensee; or (c) if neither (a) nor (b) above is practical, terminate the Agreement and refund to Licensee any fees or pro-rata portion thereof paid by Licensee for any remaining period of the Effective DateAgreement, or with respect to the exercise of the Option with respect to any Option Territoryif any, as of from the date of license to the extent applicable);termination. 20.3 INDEMNIFICATION BY LICENSOR AS AFORESAID IS LIMITED TO THE AMOUNT FINALLY AWARDED IN A FINAL JUDGMENT BY A COURT OR AGREED UPON BY LICENSOR IN A SETTLEMENT. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (iiINCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS OR GOODWILL) any third-party claimSUFFERED OR INCURRED BY LICENSEE. THE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY, suitAND LICENSEE’S SOLE AND EXCLUSIVE REMEDY, demandWITH RESPECT TO INDEMNIFICATION FOR PATENT, investigationCOPYRIGHT, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, except with respect to all of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant to the terms of clause (i) of Section 13.1 (without giving effect to Section 13.3)TRADEMARK AND TRADE SECRET INFRINGEMENT.

Indemnification by Licensor. Licensor shall indemnifyhereby agrees to defend, defend and hold harmless Licensee and the Company indemnify (collectively, “Indemnify”) POINT and its Affiliates, the representatives and its and their directors, officers, employees, contractors and agents thereof, and each of the successors and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “Licensee Indemnified PartiesPOINT Indemnitees”), ) from and against any and all Damages suffered by any of the Licensee Indemnified Parties resulting from, arising out of, relating to liability or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) any breach by Licensor of this Agreement expense (including in respect reasonable legal expenses, costs of any representation or warranty of Licensor as of the Effective Datelitigation and attorneys’ fees), damages, or with respect to the exercise judgments, whether for money or equitable relief (collectively, “Losses”) resulting from suits, proceedings, claims, actions, demands, or threatened claims, actions or demands, in each case brought by a Third Party (each, a “Third Party Claim”) against a POINT Indemnitee, including, for each of the Option with respect to any Option Territory, as of the date of license to the extent applicableclauses (a); (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (yb) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or and (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licenseec), and any matter relating theretobelow, including (x) any failure bodily injury, risk of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, bodily injury, death, loss property damage, and product liability Third Party Claims or other damages the failure to comply with Law arising out of or relating to, directly or indirectly: (a) The Licensor’s, its Affiliates or subcontractors’ (collectively, the “Licensor Parties”) activities under the Commercialization Plan; [***] = Indicates confidential information omitted from the exhibit. (b) The Licensor Parties’ negligence, recklessness, intentional misconduct or intentional acts or omissions; provided that the foregoing shall not apply to any action or omission undertaken at the direction or request of any kind, except with respect to all POINT Indemnitee outside of the foregoing for those Damages for which Licensee has an Commercialization Plan; or (c) The Licensor’s material and uncured breach of any representation, warranty or covenant set out in this Agreement. (d) Licensor’s obligation to indemnify a Licensor Indemnified Party Indemnify the POINT Indemnitees pursuant to this Section 13.1 shall not apply to the terms of clause extent that any such Losses (i) arise from the negligence or intentional misconduct of Section 13.1 any POINT Indemnitee; (without giving effect to Section 13.3)ii) arise from any material breach by POINT of this Agreement; or (iii) arise out of POINT’s activities under the Commercialization Plan.

Indemnification by Licensor. 8.1 Licensor shall defend, indemnify, defend and hold harmless Licensee and the Company Affiliates, the representatives and agents thereofits Affiliates (other than Licensor), and each of the successors their respective employees, officers, directors, agents and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) representatives (collectively, the “Licensee Indemnified Parties”), harmless from and against any and all Damages suffered losses, costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any claim by any of the Licensee Indemnified Parties resulting from, arising out of, relating to or incurred with respect to (without duplication of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) any breach by Licensor of this Agreement (including in respect of any representation or warranty of Licensor as of the Effective Date, or with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration or litigation against any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out that any use of, relating to or incurred with respect to access to, the businessLicensed Intellectual Property or Licensed Software by such Licensee Indemnified Party as expressly authorized under or contemplated in this Agreement infringes or misappropriates, operations, conduct, acts or omissions of Licensoras applicable, any trademarks, patent, copyrights, trade secrets or other intellectual property rights of any third party; provided that Licensee gives Licensor Affiliate or any (i) prompt written notice of their agentssuch claim; (ii) reasonable authority to control and direct the defense and settlement of such claim; and (iii) such information and assistance as Licensor may reasonably request, Subsidiariesat Licensor’s expense, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with such defense or settlement. Notwithstanding the foregoing, Licensor shall not settle any service third-party claim against any Licensee Indemnified Party (A) if such settlement requires such Licensee Indemnified Party to admit to any wrongdoing (other than the Authorized Services in respect of any actual wrongdoing by such Licensee Indemnified Party), or (B) unless (i) such settlement completely and forever releases such Licensee Indemnified Party with respect thereto, or (ii) such Licensee Indemnified Party provides its prior written consent to such settlement. In any action for which shall not include the business, operations, conduct, acts or omissions Licensor provides defense on behalf of any Licensee Indemnified Party, such Licensee Indemnified Party may participate in such defense at its own expense by counsel of its choice. 8.2 Notwithstanding Section 8.1, Licensor shall have no obligation or any direct liability to the extent that the alleged infringement is caused by (i) the combination, operation, or indirect sublicenseeuse of the Licensed Intellectual Property, franchiseeLicensed Software or Licensed Manager Usage with products, Affiliate services, information, materials, technologies, business methods or agent of Licensee)processes not furnished by Licensor; (ii) modifications to the Licensed Intellectual Property, Licensed Software or, which modifications are not made by Licensor or its agents; (iii) failure to use updates to the Licensed Intellectual Property, Licensed Software or Website Content provided by Licensor, provided that updates to the Licensed Intellectual Property and Licensed Software are in all material respects equivalent to, and may be readily substituted for, the Software being updated; and provided further that Licensee shall be afforded a reasonable amount of time to implement any matter relating thereto, including update; or (xiv) any failure use of any such Person to comply the Licensed Intellectual Property or Licensed Software except in accordance with any applicable Law and user documentation or specifications which have been specifically notified to Licensee (ycircumstances under the foregoing clauses (i) acts or omissions - (iv), collectively, “Licensee Indemnity Responsibilities”). 8.3 Upon the occurrence of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence claim for which indemnity is or willful misconductmay be due under this Section 8, or resulting in damage the event that Licensor reasonably believes that such a claim is likely, Licensor may, at its option (i) appropriately modify the Licensed Intellectual Property, Licensed Software or destruction of property, injury, death, loss Licensed Manager Usage so that they become non-infringing (provided such modifications do not alter the functionality or other damages of any kind, except with respect to all operations of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant Licensed Intellectual Property or Licensed Software in any material adverse respect), or substitute functionally equivalent software or services (at no cost to the terms of Licensee, including for any required customizations); (ii) obtain a proper license to the applicable third-party intellectual property rights; or (iii) if the foregoing options in clause (i) and (ii) are not reasonably available, terminate the license to the affected Licensed Intellectual Property or Licensed Software or cease use of the affected Licensed Manager Usage. The obligations set forth in this Section 13.1 (without giving effect 8 shall constitute Licensor’s entire liability and Licensee’s sole remedy for any actual or alleged infringement or misappropriation referred to in Section 13.3)8.1.

Indemnification by Licensor. Licensor shall defend, indemnify, defend and hold harmless the Licensee and the Company Affiliates, the representatives affiliates and agents thereof, and each of the successors and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee Representatives of Licensee other than (each, a Company Affiliate) (“Licensee Indemnified Party” and, collectively, the “Licensee Indemnified Parties”), ) from and against any and all Damages Losses asserted against, incurred, sustained or suffered by any of the a Licensee Indemnified Parties resulting fromParty as a result of, arising out of, or relating to, a claim that the Platform as licensed and delivered to Licensee by Licensor infringes or incurred with respect to (without duplication misappropriates the Intellectual Property of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) any breach by Licensor of this Agreement (including in respect of any representation or warranty of Licensor third-party existing as of the Effective DateDate (each an “Infringement Claim”); provided, or with respect however that Licensor shall have no obligation to the exercise of the Option Licensee under this Agreement with respect to any Option Territory, as of Infringement Claim arising: (a) twenty four (24) months after the date of license Effective Date; (b) to the extent applicable); arising from: (i) Any Licensee Improvements or any modifications to the Platform or Escrow Materials made by, or on behalf of, Licensee or otherwise at Licensee’s request; (ii) any third-party claim, suit, demand, investigation, proceeding, arbitration Licensee’s breach of this Agreement; (iii) Licensee’s or litigation against any Licensee Indemnified Party that the its Representative or sublicensees’ use of the Platform or any Registered ▇▇▇▇ for the Applicable Registered Services Licensor Intellectual Property in the Applicable Registered Country violates or infringes the trademark, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person manner in breach violation of this Agreement or any sublicense, associated Documentation; and (yiv) any the combination of any Licensed ▇▇▇▇ the Platform and Licensor Intellectual Property with any Licensee or third-party software or other ▇▇▇▇ Intellectual Property; or (zc) after the occurrence of a Use Release Event. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its sole option), do one of the following to mitigate the Losses relating to the Infringement Claim: (1) procure for the Licensee (at Licensor’s expense) the provision right to continue using the impacted portions of the Platform or Licensor Intellectual Property; (2) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property; or (3) if Licensor is unable at commercially reasonable effort or expense to make such modifications, then Licensor shall be entitled to terminate this Agreement without further liability to Licensee. This Section 14.1 (Indemnification by Licensor) is Licensee’s sole and exclusive remedy for any claim that the Platform or any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any service third party and Licensor may not exercise any indemnity or product other than the Applicable Registered Services in the Applicable Registered Country similar monetary remedy under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claim, suit, demand, investigation, proceeding, arbitration or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating thereto, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss or other damages of any kind, except with respect to all of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant to the terms of clause (i) of Section 13.1 (without giving effect to Section 13.3)Purchase Agreement.

Indemnification by Licensor. Licensor shall indemnifydefend, defend indemnify and hold harmless to the fullest extent permitted by law the Licensee and the Company Affiliates, the representatives and agents thereof, Indemnified Parties and each of the successors and assigns of any of the foregoing (but excluding for the avoidance of doubt any Broker Affiliate or Franchisee or any other sublicensee of Licensee other than a Company Affiliate) (collectively, the “Licensee Indemnified Parties”)them, from and against any and all Damages suffered losses, claims, liabilities, demands, actions, proceedings, judgments of any and all types, including, without limitation, reasonable fees of attorneys, accountants and other experts (collectively, “Losses”), incurred by any of the Licensee Indemnified Parties resulting from, arising insofar as they arise out of, relating of or are alleged or claimed to or incurred with respect to (without duplication arise out of any amounts paid pursuant to Section 7.2 of the Purchase Agreement): (i) any breach activities conducted by Licensor in relation with (i) the Licensed Product including development and commercialization activities; (ii) Licensors’ enforcement of this Agreement (including Licensed Patent Rights in respect of any representation or warranty of Licensor as of the Effective Date, or action against a third party that is joined by Licensee in compliance with respect to the exercise of the Option with respect to any Option Territory, as of the date of license to the extent applicable); Section 8.2.2; and (ii) any thirdmaterial breach by [*] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Licensor of its obligations under this Agreement, provided, however, that: (a) Licensor shall not be obligated under this Section 12.1.1 to the extent that the Losses resulted from the negligence or willful misconduct of Licensee, Licensee’s Affiliates, Sub-party licensees or Contractors; and (b) Licensee shall have the right to participate in the defense of any such claim, complaint, suit, demandproceeding or cause of action referred to in this Section 12.1.1 utilizing attorneys of its choice, investigationat its own expense, proceedingprovided, arbitration or litigation against however, that Licensor shall have full authority and control to handle any Licensee Indemnified Party that the use of any Registered ▇▇▇▇ for the Applicable Registered Services in the Applicable Registered Country violates or infringes the trademarksuch claim, copyright, right of publicity or privacy or other intellectual property rights of such third party except to the extent resulting from, arising out of, relating to or incurred with respect to (x) any use of any Licensed ▇▇▇▇ by any Person in breach of this Agreement or any sublicense, (y) any combination of any Licensed ▇▇▇▇ with any other ▇▇▇▇ or (z) the provision of any service or product other than the Applicable Registered Services in the Applicable Registered Country under the Registered ▇▇▇▇ corresponding thereto; and (iii) any claimcomplaint, suit, demand, investigation, proceeding, arbitration proceeding or litigation by a third party against any Licensee Indemnified Party resulting from, arising out of, relating to or incurred with respect to the business, operations, conduct, acts or omissions cause of Licensor, any Licensor Affiliate or any of their agents, Subsidiaries, Affiliates, franchisees or sublicensees conducting business under the Sotheby’s ▇▇▇▇ in connection with any service other than the Authorized Services (which shall not include the business, operations, conduct, acts or omissions of any Licensee Indemnified Party or any direct or indirect sublicensee, franchisee, Affiliate or agent of Licensee), and any matter relating theretoaction, including (x) any failure of any such Person to comply with any applicable Law and (y) acts or omissions of any such Person constituting fraud, tortious conduct, unfair trade practices, negligence or willful misconduct, or resulting in damage or destruction of property, injury, death, loss settlement or other damages of any kinddisposition thereof, except with respect to all of the foregoing for those Damages for which Licensee has an obligation to indemnify a Licensor Indemnified Party pursuant to the terms of clause (i) of seeks indemnification under this Section 13.1 (without giving effect to Section 13.3)12.1.1.