Common use of Liability and Compensation Clause in Contracts

Liability and Compensation. The Shareholder undertakes to hold SNN free of and to compensate SNN against any claims, liabilities, requests, losses, prejudices, decisions, costs or other obligations, or against the right to open court proceedings (including lawyer fees and the cost of executing such an obligation) that may result from or following a violation of obligations by the Shareholder (including any violation of their Representatives) under this Agreement and against any legal action that may occur following the access to any Confidential Information or following the Shareholder’s (or any of their Representatives’) failure to observe any legal or administrative provisions applicable to the Confidential Information, including, but without limitation to, those concerning the personal data protection, the abusive use of privileged information and market manipulation. In case the Shareholder violates its obligations under this Agreement (including any violation of their Representatives who act on behalf, for or otherwise following the Shareholder’s instructions) (through act, action or omission), SNN is entitled to a corresponding compensation amounting to EUR 100,000 and to other remedies for any loss caused as a result of such a violation. In order to avoid any doubt, the Shareholder will be first liable according to this clause III regardless of the right SNN might have to formulate a claim against the Shareholders’ Representatives. General aspects The Shareholder’s obligations under this Agreement will enter into force on the signature date and will continue to remain in force for two (2) years; This Agreement and any other non-contractual obligations resulting from or in connection with it are governed and interpreted according to the Romanian law. Any claims or disputes resulting from or in connection with this Agreement that cannot be solved amiably by the Parties within 10 working days as of a dispute notification sent by the Party to the other Party are settled exclusively and definitively by the competent courts in Bucharest. Consequently, the signature below confirms the Shareholder’s consent regarding the terms of the Agreement and the Shareholder signs the 2 (two) original copies, one for SNN and one for the Shareholders, on ............. Signatory ………………………………………………………………….. By: By:

Liability and Compensation. The Shareholder undertakes to hold SNN free of and to compensate SNN against any claims, liabilities, requests, losses, prejudices, decisions, costs or other obligations, or against the right to open court proceedings (including lawyer fees and the cost of executing such an obligation) that may result from or following a violation of obligations by the Shareholder (including any violation of their Representatives) under this Agreement and against any legal action that may occur following the access to any Confidential Information or following the Shareholder’s (or any of their Representatives’) failure to observe any legal or administrative provisions applicable to the Confidential Information, including, but without limitation to, those concerning the personal data protection, the abusive use of privileged information and market manipulation. In case the Shareholder violates its obligations under this Confidentiality Agreement (including any violation of their Representatives who act on behalf, for or otherwise following the Shareholder’s instructions) (instructions through act, action or omission), SNN is entitled to a corresponding compensation amounting to EUR 100,000 and to other remedies for any loss caused as a result of such a violation. In order to avoid any doubt, the Shareholder will be first liable according to this clause III regardless of the right SNN might have to formulate a claim against the Shareholders’ Representatives. General aspects The Shareholder’s obligations under this Confidentiality Agreement will enter into force on the signature date and will continue to remain in force for two eight (2) 8) years; This Agreement and any other non-contractual obligations resulting from or in connection with it are governed and interpreted according to the Romanian law. Any claims or disputes resulting from or in connection with this Agreement that cannot be solved amiably by SNN and the Parties within Shareholder (both named as “parties:)within 10 working days as of a dispute notification sent by the Party a party to the other Party party are settled exclusively and definitively by the competent courts in Bucharest. Consequently, the signature below confirms the Shareholder’s consent regarding the terms of the Agreement and the Shareholder signs the 2 (two) original copies, one for SNN and one for the Shareholders, on ............. Signatory ………………………………………………………………….. By: By: