Common use of Jointly Clause in Contracts

Jointly. Where for purposes of this Section 7.02 the Purchaser Claimant believed only one of the Selling Companies has a liability hereunder and accordingly gives the aforesaid notice to such Selling Company, the provisions of this Section 7.02 shall thereafter apply only to such Selling Company with respect to the subject matter of such notice. Provided that the Selling Companies have unconditionally acknowledged in writing their obligation to indemnify the Purchaser Claimant with respect to all Losses incurred or which may be incurred by such Purchaser Claimant in respect of such Third Party Claim the Selling Companies shall have the right, by giving notice to that effect to the Purchaser Claimant not later than thirty (30) days after receipt of such notice of such Third Party Claim and subject to the rights of any insurer or other Third Party having potential liability therefor, to elect to assume the defence of any Third Party Claim at the Selling Companies’ own expense and by the Selling Companies’ own counsel provided that the Selling Companies shall not be entitled to assume the defence of any Third Party Claim: (i) alleging any criminal or quasi-criminal wrongdoing (including fraud), (ii) which impugns the reputation of a Purchaser Claimant or (iii) where the Third Party making the Third Party Claim is a Governmental Body. Prior to settling or compromising any Third Party Claim in respect of which the Selling Companies have the right to assume the defence, the Selling Companies shall obtain the consent of the Purchaser Claimant regarding such settlement or compromise, which consent shall not be unreasonably withheld or delayed by the Purchaser Claimant. In addition, the Purchaser Claimant shall be entitled to participate in (but not control) the defence of any Third Party Claim (and in so doing may retain its own counsel) provided that the expenses of such counsel shall be paid by the Selling Companies only if the Selling Companies have consented to the retention of such counsel at their expense or if the named parties to any Third Party Claim include the Selling Companies and the Purchaser Claimant and the representation of such parties by the same counsel would be inappropriate due to the actual or potential differing interests between them. With respect to any Third Party Claim in respect of which a Purchaser Claimant has given notice to the Selling Companies pursuant to this Section 7.02 and in respect of which the Selling Companies have not elected to assume the defence, the Selling Companies may participate in (but not control) such defence assisted by counsel of their own choosing at the Selling Companies’ sole cost and expense and, prior to settling or compromising any such Third Party Claim, the Purchaser Claimant shall obtain the consent of the Selling Companies regarding such settlement or compromise, which consent shall not be unreasonably withheld or delayed by the Selling Companies. The Selling Companies and the Purchaser Claimant shall use all reasonable efforts to make available to the party which is undertaking and controlling the defence of any Third Party Claim:

Jointly. Where The Parties agree to work with each other in good faith to evaluate and develop technology regarding the packaging of COORS’ Products and to determine proper ownership in the Inventions. Specifically, the Parties agree that there will be a rebutable presumption that all Inventions discovered pursuant to this Agreement are owned solely by SUPPLIER. SUPPLIER shall be solely responsible for purposes of this Section 7.02 the Purchaser Claimant believed only one NOTE: CERTAIN CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH OMITTED INFORMATION HAS BEEN MARKED WITH A BRACKETED TRIPLE ASTERISK (“[* * *]”). costs of the Selling Companies has development of any Invention (including, but not limited to, research and development expenses and testing expenses). However, COORS agrees that in order to rebut this presumption and claim sole ownership of an Invention discovered pursuant to this Agreement, it will prepare a liability hereunder detailed written invention disclosure (likely in the form of a document titled “Patent Data Sheet”) and/or a patent application containing claims that meet the requirements for filing with the U.S. Patent and accordingly gives the aforesaid notice to Trademark Office and deliver such Selling Company, the provisions of this Section 7.02 shall thereafter apply only to such Selling Company with respect to the subject matter Patent Data Sheet or evidence of such noticepatent application to SUPPLIER. Provided that In such case, COORS may request SUPPLIER to assist in the Selling Companies have unconditionally acknowledged in writing their obligation to indemnify the Purchaser Claimant with respect to all Losses incurred or which may be incurred by such Purchaser Claimant in respect of such Third Party Claim the Selling Companies shall have the right, by giving notice to that effect to the Purchaser Claimant not later than thirty (30) days after receipt of such notice of such Third Party Claim and subject to the rights of any insurer or other Third Party having potential liability therefor, to elect to assume the defence of any Third Party Claim at the Selling Companies’ own expense and by the Selling Companies’ own counsel provided that the Selling Companies shall not be entitled to assume the defence of any Third Party Claim: (i) alleging any criminal or quasi-criminal wrongdoing (including fraud), (ii) which impugns the reputation development of a Purchaser Claimant or (iii) where the Third Party making the Third Party Claim is a Governmental Body. Prior to settling or compromising any Third Party Claim in respect of which the Selling Companies have the right to assume the defenceCOORS-owned Invention, the Selling Companies shall obtain the consent of the Purchaser Claimant regarding such settlement or compromiseand if SUPPLIER agrees, which consent agreement shall not be unreasonably withheld withheld, SUPPLIER will undertake such development efforts and COORS will reimburse SUPPLIER for the costs of such development (including, but not limited to, research and development expenses and testing expenses). If COORS discloses any part of the Invention to SUPPLIER before delivery of the aforementioned Patent Data Sheet or delayed by the Purchaser Claimant. In additionpatent application, the Purchaser Claimant presumption is not rebutted and SUPPLIER shall own the Invention, unless within twenty (20) calendar days following any such disclosure, COORS provides to SUPPLIER such Patent Data Sheet or patent application evidencing COORS as the sole owner of the Invention at the time of disclosure. Joint ownership shall occur if the Parties agree in writing to jointly own the Inventions. Unless otherwise provided or agreed to in writing, each Party will pay for its development costs according to ownership, and in the case of joint ownership, such expenses shall be entitled shared equally. Both Parties agree to participate execute all necessary assignments to enforce the presumption set forth in (but not control) this Section 10.3. Accordingly, if under applicable law, COORS is a joint owner of an Invention with SUPPLIER and the defence of any Third Party Claim (and in so doing may retain its own counsel) provided that the expenses requirements for COORS’ joint ownership of such counsel shall be paid by Invention are not met, COORS agrees to assign its rights, if any, to SUPPLIER in such jointly owned Invention. Likewise, if under applicable law, SUPPLIER is a joint owner of an Invention with COORS and the Selling Companies only if the Selling Companies have consented to the retention requirements for SUPPLIER’S joint ownership of such counsel at their expense or Invention are not met, SUPPLIER agrees to assign its rights, if the named parties any, to any Third Party Claim include the Selling Companies and the Purchaser Claimant and the representation of COORS in such parties by the same counsel would be inappropriate due to the actual or potential differing interests between them. With respect to any Third Party Claim in respect of which a Purchaser Claimant has given notice to the Selling Companies pursuant to this Section 7.02 and in respect of which the Selling Companies have not elected to assume the defence, the Selling Companies may participate in (but not control) such defence assisted by counsel of their own choosing at the Selling Companies’ sole cost and expense and, prior to settling or compromising any such Third Party Claim, the Purchaser Claimant shall obtain the consent of the Selling Companies regarding such settlement or compromise, which consent shall not be unreasonably withheld or delayed by the Selling Companies. The Selling Companies and the Purchaser Claimant shall use all reasonable efforts to make available to the party which is undertaking and controlling the defence of any Third Party Claim:jointly owned Invention.