Common use of Indemnification Liability Clause in Contracts

Indemnification Liability. (1) Licensor hereby covenants and agrees to indemnify and hold harmless Licensee and its Approved Affiliates and each of their respective directors, officers, employees, shareholders, attorneys and agents (collectively, the “Licensee Indemnified Parties” and individually a “Licensee Indemnified Party”) on demand, from and against all damages, claims, actions, complaints, losses (other than loss of profits), liabilities, costs and expenses (including reasonable legal fees and disbursements) to which any Licensee Indemnified Party may be subject or which any Licensee Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensor breaching any of the terms or conditions of this Agreement, including without limitation its representations, warranties and covenants under Section 5. (2) Licensee hereby covenants and agrees to indemnify and hold harmless Licensor and its Affiliates and each of their respective directors, officers, employees, shareholders, attorneys and agents (collectively, the “Licensor Indemnified Parties” and individually, a “Licensor Indemnified Party”) on demand, from and against all damages, claims, actions, complaints, losses (other than loss of profits), liabilities, costs and expenses (including reasonable legal fees and disbursements) to which the Licensor Indemnified Parties or any Licensor Indemnified Party may be subject or which any Licensor Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensee breaching any of the terms or conditions of this Agreement, including without limitation its representations, warranties and covenants under Section 5. (3) With regard to any claim for indemnification hereunder: (i) The indemnified party shall promptly notify the indemnifying party in writing of any claim with regard to which it may seek indemnification hereunder. The indemnifying party shall have the sole right and authority to control and direct the investigation, preparation, defense and settlement of such claim, including but not limited to the selection of counsel, and the indemnified party shall give the indemnifying party full reasonable assistance and cooperation in such defense and settlement. The indemnified party may, however, at its sole option and at its own expense engage its own separate counsel to act as co-counsel on its behalf. Notwithstanding the foregoing, the indemnifying party: (A) shall not be entitled to have sole control over any claim that seeks an order, injunction or other equitable relief against the indemnified party; and (B) shall obtain the prior written approval of the indemnified party, which shall not be unreasonably withheld, conditioned or delayed, before ceasing to defend against any claim or entering into any settlement, adjustment or compromise of such claim involving injunctive or similar equitable relief being asserted against the indemnified party or any amount to be paid by the indemnified party.

Indemnification Liability. (1a) Licensor hereby covenants and agrees to Pershing shall indemnify and hold harmless Licensee and its Approved Affiliates One Group and each of their respective its directors, officers, employees, shareholders, attorneys employees and agents (collectively, the “Licensee Indemnified Parties” and individually a “Licensee Indemnified Party”) on demand, from and against any and all damagesdirect claims, claimsdemands, actions, complaintslosses, losses (other than loss of profits)damages, liabilities, costs costs, charges and expenses of any nature (including "Losses") that One Group may incur (including, without limitation, reasonable legal attorneys' fees and disbursementsexpenses) to which any Licensee Indemnified Party may be subject or which any Licensee Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensor breaching any out of the terms or conditions non-performance of Pershing of its responsibilities under this Agreement, including without limitation its representationsexcept to the extent any such losses are caused, warranties and covenants under Section 5. (2) Licensee hereby covenants and agrees to or contributed to, by One Group. One Group shall indemnify and hold harmless Licensor and its Affiliates Pershing and each of their respective its directors, officers, employees, shareholders, attorneys employees and agents from any and all direct Losses that Pershing may incur (collectivelyincluding, the “Licensor Indemnified Parties” and individuallywithout limitation, a “Licensor Indemnified Party”) on demand, from and against all damages, claims, actions, complaints, losses (other than loss of profits), liabilities, costs and expenses (including reasonable legal attorneys' fees and disbursementsexpenses) arising out of (i) any claim relating to misrepresentation or omission in any prospectus or supplement thereto, SAI, registration statement, annual report, proxy statement or other documentation relating to the Fund, or in any advertising or related material or information provided or approved by One Group or any Fund, or (ii) the non-performance of One Group of its responsibilities under this Agreement, except to the extent such losses are caused, or contributed to, by Pershing. (b) Promptly, but in no event later than thirty days after the receipt by any party (the "Indemnitee") of notice of any claim, determination, suit or cause of action with respect to which the Licensor Indemnified Parties or any Licensor Indemnified other party (the "Indemnifying Party") is obligated to provide indemnification pursuant to this Section 5, the Indemnitee shall give the Indemnifying Party may written notice thereof and the Indemnifying Party shall be subject or which any Licensor Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensee breaching any entitled to assume control of the terms defense and the negotiations, if any, regarding settlement of the matter. If the Indemnifying Party assumes such control, the Indemnitee shall be entitled to participate in the defense and negotiations of such matter at its own expense. The parties agree to cooperate in such negotiations, defense or conditions of this Agreement, including without limitation its representations, warranties settlement and covenants under Section 5. (3) With regard to give each other full access to any claim for indemnification hereunder: (i) The indemnified party shall promptly notify the indemnifying party in writing of any claim with regard to which it may seek indemnification hereunderinformation relevant thereto. The indemnifying party Indemnitee shall have the sole right and authority to control and direct the investigation, preparation, defense and not enter into any settlement of such claim, including but not limited to matter without the selection of counsel, and the indemnified party shall give the indemnifying party full reasonable assistance and cooperation in such defense and settlement. The indemnified party may, however, at its sole option and at its own expense engage its own separate counsel to act as co-counsel on its behalf. Notwithstanding the foregoing, the indemnifying party: (A) shall not be entitled to have sole control over any claim that seeks an order, injunction or other equitable relief against the indemnified party; and (B) shall obtain the prior written approval consent of the indemnified partyIndemnifying Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, before ceasing and the Indemnifying Party shall not be obligated to defend against indemnify the Indemnitee for any claim settlement entered into without the written consent of the Indemnifying Party. If the consent of the Indemnitee is required to effectuate any settlement and the Indemnitee refuses to consent to any settlement negotiated by the Indemnifying Party, then the liability of the Indemnifying Party for losses arising out of or entering into due to such matter shall be limited to the amount of the rejected proposed settlement. (c) Except in the case of its negligence or willful misconduct, or as provided in Item 12 on Schedule B, Pershing's liability hereunder is limited to the amounts paid hereunder to Pershing by One Group as Service Fees during the 12 month period immediately prior to the event for which recovery from Pershing is being sought. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY UNDER THIS AGREEEMNT BE LIABLE TO ANY PERSON, INCLUDING WITHOUT LIMITATION THE OTHER PARTY, FOR PUNITIVE, CONSEQUENTIAL, INDIRECT OR OTHER SPECIAL DAMAGES UNDER ANY PROVISION OF THIS AGREEMENT OR FOR ANY ACT; OR FAILURE TO ACT HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. (d) Neither party shall be in default by reason of any settlement, adjustment failure in performance of this Agreement in accordance with its terms (other than a required payment of money -- unless the banking system is closed) if such failure arises out of causes beyond the control and without the fault or compromise negligence of such claim involving injunctive party. Such causes may include, but are not restricted to, acts of God or similar equitable relief being asserted against of a public enemy, war, terrorism, acts of the indemnified party government in either its sovereign or any amount to be paid by contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages, freight embargoes, failures or shortages of equipment, utilities or communications, and unusually severe weather. (e) The provisions of this Section 5 shall survive the indemnified partytermination of this Agreement.

Indemnification Liability. (1) Licensor hereby covenants 7.1 Beneficiary and agrees Depositor each agree to indemnify and hold harmless Licensee Escrow London (and any of its Approved Affiliates and each of their respective directors, officers, employees, shareholders, attorneys employees and agents (collectively, the “Licensee Indemnified Parties” and individually a “Licensee Indemnified Party”agents) on demand, harmless from and against any and all damages, claimslosses, actionscosts, complaints, losses (other than loss of profits), liabilities, costs and liabilities or expenses (including reasonable legal attorneys’ fees and disbursementsexpenses) to which any Licensee Indemnified Party may be subject or which any Licensee Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensor breaching any of the terms or conditions of this Agreement, including without limitation its representations, warranties and covenants under Section 5. (2) Licensee hereby covenants and agrees to indemnify and hold harmless Licensor and its Affiliates and each of their respective directors, officers, employees, shareholders, attorneys and agents (collectively, the “Licensor Indemnified Parties” and individually, a “Licensor Indemnified PartyDamages”) on demand, from and against all damages, claims, actions, complaints, losses (other than loss of profits), liabilities, costs and expenses (including reasonable legal fees and disbursements) to which the Licensor Indemnified Parties that are suffered or any Licensor Indemnified Party may be subject incurred by Escrow London or which any Licensor Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensee breaching any of the terms or conditions of this Agreement, including without limitation its representations, warranties and covenants under Section 5. (3) With regard to any claim for indemnification hereunder: (i) The indemnified party shall promptly notify the indemnifying party in writing of any claim with regard to which it may seek indemnification hereunderotherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or relate in any way to this Agreement (collectively, “Claims”). The indemnifying In the event Depositor or Beneficiary makes any payment pursuant to this Section 7.2, the party making the payment shall have the sole right and authority to control and direct seek contribution from the investigationother party in the amount of 50% of the amount so paid; provided, preparationhowever, defense and settlement that in the event that the Damages suffered by Escrow London were caused by or in connection with the negligence or willful misconduct of such claimthe other party, including then, the party making the payment shall have the right to seek contribution from the other party in the full amount so paid. 7.2 In no event will Escrow London be liable for any incidental, indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.3 Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by Escrow London to be genuine and to have been presented or signed by the selection proper party or parties or a representative thereof; 7.4 Escrow London shall not at any time be under any duty or responsibility to make a determination of counsel, and any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the indemnified party shall give the indemnifying party full reasonable assistance and cooperation statements or signatures in such defense and settlementcertificate or amounts delivered thereby. The indemnified party may, however, at its sole option and at its own expense engage its own separate counsel to act as co-counsel on its behalf. Notwithstanding the foregoing, the indemnifying party: (A) Escrow London shall not be entitled responsible for any failure by Depositor or Beneficiary to have sole control over comply with any claim of their respective covenants contained in this Agreement, the SaaS Agreement or any other agreement; 7.5 Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.6 Escrow London (and its affiliates for that seeks an order, injunction matter) may engage or be interested in any financial or other equitable relief against transaction with the indemnified partyparties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.7 Escrow London shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind; and (B) shall obtain 7.8 Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the prior written approval Deposit Materials with the clerk of the indemnified party, which shall not be unreasonably withheld, conditioned or delayed, before ceasing to defend against any claim or entering into any settlement, adjustment or compromise of such claim involving injunctive or similar equitable relief being asserted against the indemnified party or any amount to be paid by the indemnified partythat court.

Indemnification Liability. 8.1. Supplier will defend, at its own expense, any claim, suit or proceeding brought by an unaffiliated third party (1a “Claim”) Licensor hereby covenants against SunPower to the extent it is based upon an allegation that Supplier materially breached the terms of this DPA, and, provided SunPower complies with the provisions hereof and agrees is not otherwise in material breach of any provision of this DPA, Supplier will pay all settlement amounts and damages, costs and expenses finally awarded to indemnify third parties against SunPower in such action. 8.2. SunPower will defend, at its own expense, any Claim against Supplier to the extent it is based upon an allegation that SunPower materially breached the terms of this DPA, and hold harmless Licensee provided Supplier complies with the provisions hereof and its Approved Affiliates is not otherwise in material breach of any provision of this DPA, SunPower will pay all settlement amounts and each damages, costs and expenses finally awarded to third parties against SunPower in such action. 8.3. The obligation of their respective directors, officers, employees, shareholders, attorneys and agents the indemnifying party (collectively, the “Licensee Indemnified Parties” and individually a Indemnifying Party”) to defend the other party (the “Licensee Indemnified Party”) on demand, from and against all damages, claims, actions, complaints, losses (other than loss of profits), liabilities, costs and expenses (including reasonable legal fees and disbursements) to which any Licensee is conditioned upon the Indemnified Party may be subject or which any Licensee Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensor breaching any of the terms or conditions of this Agreement, including without limitation its representations, warranties and covenants under Section 5. (2) Licensee hereby covenants and agrees to indemnify and hold harmless Licensor and its Affiliates and each of their respective directors, officers, employees, shareholders, attorneys and agents (collectively, the “Licensor Indemnified Parties” and individually, a “Licensor Indemnified Party”) on demand, from and against all damages, claims, actions, complaints, losses (other than loss of profits), liabilities, costs and expenses (including reasonable legal fees and disbursements) to which the Licensor Indemnified Parties or any Licensor Indemnified Party may be subject or which any Licensor Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensee breaching any of the terms or conditions of this Agreement, including without limitation its representations, warranties and covenants under Section 5. (3) With regard to any claim for indemnification hereunder: (i) The indemnified party shall promptly notify the indemnifying party Indemnifying Party in writing of any such claim with regard to which it may seek indemnification hereunderor action and giving the Indemnifying Party full information and assistance in connection therewith. The indemnifying party Indemnifying Party shall have the sole right and authority to control and direct the investigation, preparation, defense and settlement of any such claim, including but not limited to the selection of counsel, and the indemnified party shall give the indemnifying party full reasonable assistance and cooperation in such defense and settlementclaim or action. The indemnified party mayIndemnifying Party will not settle any Claim without the written consent of the Indemnified Party; provided, however, at that, after reasonable notice, the Indemnifying Party may settle a claim without the Indemnified Party’s consent if such settlement (A) makes no admission or acknowledgment of liability or culpability with respect to the Indemnified Party, (B) includes a complete release of the Indemnified Party and (C) does not seek any relief against the Indemnified Party other than the payment of money damages to be borne by the Indemnifying Party. The Indemnified Party will cooperate in all reasonable respects with the Indemnifying Party and its sole option attorneys in the investigation, trial and defense of any Claim and any appeal arising therefrom (including the filing in the Indemnified Party’s name of appropriate cross-claims and counterclaims). The Indemnified Party may, at its own expense engage its own separate counsel cost, participate in any investigation, trial and defense of any Claim controlled by the Indemnifying Party and any appeal arising therefrom, including participating in the process with respect to act as co-counsel on its behalfthe potential settlement or compromise thereof. Notwithstanding any other language in the foregoingMSA or DPA, the indemnifying party: (A) shall not be entitled Indemnifying Party will have no liability under this Section 8 for any Claim to have sole control over any claim that seeks an order, injunction or other equitable relief against the indemnified party; and (B) shall obtain the prior written approval extent arising as a result of the indemnified party, which shall not be unreasonably withheld, conditioned Indemnified Party’s material breach of its obligations under the MSA or delayed, before ceasing to defend against any claim or entering into any settlement, adjustment or compromise of such claim involving injunctive or similar equitable relief being asserted against the indemnified party or any amount to be paid by the indemnified partyDPA.

Indemnification Liability. 9.1 FEI shall indemnify and hold ETG harmless against all fines, losses, damages, costs and expenses, whether directly or indirectly arising from a claim brought by a third party claiming that the manufacture, sale or use of any Product developed or manufactured hereunder due to use of FEI IPR’s constitute(d) infringement of one or more of the patent rights or other IPR’s of such third party, together with the actual costs and expenses incurred by ETG in connection with such a claim by such third party and that ETG will give FEI full authority to, at the option of FEI, either settle or defend such claim, suit or proceeding and all reasonable co-operation and assistance in case FEI decides to defend such a claims, suit or proceeding and provided further that ETG will refrain from any activity that can jeopardise or harm the defence of any such claim made by a third party. FEI shall have no liability for any claim of infringement of IPR’s based on the use of a combination of the manufacture, sale or use of the Product with other materials not provided by FEI. FEI shall not, without the consent of ETG, enter into any settlement or agree to any disposition that imposes any conditions or obligations on ETG other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations of FEI. 9.2 ETG shall indemnify and hold FEI harmless against all fines, losses, damages, costs and expenses, whether directly or indirectly arising from a claim brought by a third party claiming that the sale or use of any Product developed or manufactured hereunder due to use of ETG IPR’s constitute(d) infringement of one or more of the patent rights or other IPR’s of such third party, together with the actual costs and expenses incurred by FEI in connection with such a claim by such third party and that FEI will give ETG full authority to, at the option of ETG, either settle or defend such claim, suit or proceeding and all reasonable co-operation and assistance in case ETG decides to defend such a claims, suit or proceeding and provided further that FEI will refrain from any activity that can jeopardise or harm the defence of any such claim made by a third party. ETG shall not, without the consent of FEI, enter into any settlement or agree to any disposition that imposes any conditions or obligations on FEI other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations of ETG. 9.3 Both Parties agree that neither Party is aware of any such infringement set forth in 9.1 or 9.2 for Products currently developed or manufactured under this Agreement. The Parties shall inform each other at the earliest opportunity of any possible infringement in so far as they are aware or could reasonably be aware of such infringement. 9.4 In the event that a Product is held in any suit or proceeding, or in FEI’s reasonable opinion is likely, to infringe, violate or misappropriate a third party’s intellectual property right or other proprietary right, ETG will, at its option and expense, do one of the following: (1a) Licensor hereby covenants replace the Product, without additional charge, with a compatible, functionally equivalent and non-infringing product with an equivalent or greater performance, (b) modify the Product so that it will be free of the infringement, violation or misappropriation provided that such modified Product complies with the Specifications and all other applicable requirements, or (c) procure for FEI the right to continue to purchase and distribute and, for FEI and its customers, the right to (continue to) use the Product as contemplated by this Agreement. 9.5 ETG shall have no obligation under Section 9.1or 9.4 to the extent technical claim of infringement, violation or misappropriation results from FEI IPR’s or compliance of the Product with Specifications furnished by FEI in writing, but only if the infringement, violation or misappropriation would not have occurred but for such compliance. 9.6 ETG agrees to indemnify and hold harmless Licensee FEI and its Approved Affiliates and each of their respective directors, officers, employees, shareholders, attorneys and agents (collectively, the “Licensee Indemnified Parties” and individually a “Licensee Indemnified Party”) on demand, harmless from and against all damagesdirect liabilities, claims, actionsfines, complaintslosses, losses (other than loss of profits), liabilitiesdamages, costs and expenses (including reasonable legal fees and disbursementsattorney’s fees), arising from, relating or in connection with (i) to which any Licensee Indemnified Party may be subject ETG’s or which any Licensee Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensor breaching any of the terms or conditions of this Agreement, including without limitation its representations, warranties and covenants under Section 5. (2) Licensee hereby covenants and agrees to indemnify and hold harmless Licensor and its Affiliates and each of their respective directors, officers, employees, shareholders, attorneys and agents (collectively, the “Licensor Indemnified Parties” and individually, a “Licensor Indemnified Party”) on demand, from and against all damages, claims, actions, complaints, losses (other than loss of profits), liabilities, costs and expenses (including reasonable legal fees and disbursements) subcontractors or agents’ failure to which the Licensor Indemnified Parties or any Licensor Indemnified Party may be subject or which any Licensor Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensee breaching any of comply with the terms or conditions other requirements of this AgreementAgreement or otherwise any acts or omissions to act arising from, including without limitation related to or in connection with this Agreement by ETG, its representationsemployees, warranties and covenants under Section 5subcontractors or agents or (ii) any death, personal injury or loss or damage to property caused by the Products or the use thereof or by ETG, its officers, employees, subcontractors or agents, regardless of whether such damages were foreseeable or ETG was advised of the possibility of such damages up to a maximum of €2,500,000 per annum. (3) With regard to any claim for indemnification hereunder:9.7 IN NO EVENT SHALL FEI OR ITS AFFILIATES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE HEREUNDER FOR ANY ECONOMIC LOSSES OR DAMAGES, LOSS OF BUSINESS, PROFITS OR REVENUE, GOODWILL AND ANTICIPATED SAVINGS, LOSS OF CORRUPTION TO DATA OR LOSS OF OPERATION TIME OR ANY OTHER INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR INCONSEQUENTIAL LOSS OR DAMAGE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THE DAMAGE LIMITATIONS SET OUT IN THIS PARAGRAPH SHALL NOT APPLY TO THE IPR OR CONFIDENTIALITY INDEMNIFICATION OBLIGATIONS OF THE PARTIES HEREUNDER. (i) The indemnified party shall promptly notify the indemnifying party in writing of any claim with regard to which it may seek indemnification hereunder9.8 IN NO EVENT SHALL ETG OR ITS AFFILIATES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE HEREUNDER FOR ANY ECONOMIC LOSSES OR DAMAGES, LOSS OF BUSINESS, PROFITS OR REVENUE, GOODWILL AND ANTICIPATED SAVINGS, LOSS OF CORRUPTION TO DATA OR LOSS OF OPERATION TIME OR ANY OTHER INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR INCONSEQUENTIAL LOSS OR DAMAGE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. The indemnifying party shall have the sole right and authority to control and direct the investigation, preparation, defense and settlement of such claim, including but not limited to the selection of counsel, and the indemnified party shall give the indemnifying party full reasonable assistance and cooperation in such defense and settlement. The indemnified party may, however, at its sole option and at its own expense engage its own separate counsel to act as co-counsel on its behalf. Notwithstanding the foregoing, the indemnifying party: (A) shall not be entitled to have sole control over any claim that seeks an order, injunction or other equitable relief against the indemnified party; and (B) shall obtain the prior written approval of the indemnified party, which shall not be unreasonably withheld, conditioned or delayed, before ceasing to defend against any claim or entering into any settlement, adjustment or compromise of such claim involving injunctive or similar equitable relief being asserted against the indemnified party or any amount to be paid by the indemnified partyTHE DAMAGE LIMITATIONS SET OUT IN THIS PARAGRAPH SHALL NOT APPLY TO THE IPR OR CONFIDENTIALITY INDEMNIFICATION OBLIGATIONS OF THE PARTIES HEREUNDER.