Common use of PRODUCT LIABILITY AND INDEMNIFICATION Clause in Contracts

PRODUCT LIABILITY AND INDEMNIFICATION. Nothing contained in this Agreement may be construed as: (a) a warranty or representation by Licensor to enable Licensee to produce and manufacture Licensed Technology Products or Licensed Trademark Products of any particular quality, standard, specification or the like; (b) a warranty or representation by Licensor that any manufacture, sale or use of the Licensed Technology Products or Licensed Trademark Products under this Agreement will be free from infringement of patents, or other industrial and intellectual property rights of any parties other than Licensor; (c) conferring by implication, estoppel or otherwise upon Licensee any license or other rights except the rights expressly granted under this Agreement to License; (d) a warranty or representation as to the validity of any Licensed Trademark or Licensed Patent held by Licensor; or (e) a warranty or representation as to the right of the Licensee to use Licensed Technology under this Agreement without infringement of any patents held by third parties. Licensee agrees to indemnify Licensor and hold Licensor free and harmless from and against any demand, claim, action, suit or other proceedings which may be made or instituted by any third party against Licensor and/or any parent, subsidiary or associated person, firm or company thereof regarding the Licensed Technology Products and Licensed Trademark Products manufactured and sold by Licensee including any alleged infringement of any intellectual property rights of any third party and from and against any and all loss, damage, damages, costs, charges and expenses arising, paid, incurred or suffered by Licensor and/or any parent, subsidiary or associate person, firm or company thereof arising out of this Agreement.

PRODUCT LIABILITY AND INDEMNIFICATION. Nothing contained in this Agreement may be construed as: (a) a warranty or representation by Licensor to enable Licensee to produce and manufacture Licensed Technology Products or Licensed Trademark Products of any particular quality, standard, specification or the like; (b) a warranty or representation by Licensor that any manufacture, sale or use of the Licensed Technology Products or Licensed Trademark 12 Products under this Agreement will be free from infringement of patents, or other industrial and intellectual property rights of any parties other than Licensor; (c) conferring by implication, estoppel or otherwise upon Licensee License any license or other rights except the rights expressly granted under this Agreement to License; (d) a warranty or representation as to the validity of any Licensed Trademark or Licensed Patent held by Licensor; or (e) a warranty or representation as to the right of the Licensee to use Licensed Technology under this Agreement without infringement of any patents held by third parties. Licensee agrees to indemnify Licensor and hold Licensor free and harmless from and against any demand, claim, action, suit or other proceedings which may be made or instituted Instituted by any third party against Licensor and/or any parent, subsidiary or associated person, firm or company thereof regarding the Licensed Technology Products and Licensed Trademark Products manufactured and sold by Licensee including any alleged infringement of any intellectual property rights of any third party and from and against any and all loss, damage, damages, costs, charges and expenses arising, paid, incurred or suffered by Licensor and/or any parent, subsidiary or associate person, firm or company thereof arising out of this AgreementAgreement ("Losses"), provided that any such Losses apportioned to the invalidity of any Licensed Trademark or Licensed Patent shall not be indemnified, and provided for further clarity that any 13 such losses as to which Licensor is hold jointly and severally liable, calculated based upon the infringement of Licensee, shall be indemnified.