Common use of Licensee Indemnity Clause in Contracts

Licensee Indemnity. Licensee agrees to indemnify, defend and hold harmless MyECheck from and against all damages and costs (including reasonable attorneys' fees) finally awarded against MyECheck (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with the gross negligent or willful misconduct of Licensee, its employees, subcontractors or agents; (ii) any claim brought against MyECheck by a third party alleging that the Licensee Materials (as defined in Exhibit C) directly infringe any U.S. copyright or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as of the Effective Date; or (iii) any claim brought against MyECheck by a third party arising from or relating to any modification of the Software by Licensee or any use of the Software other than as permitted under this Agreement. The parties acknowledge and agree that Licensee's obligations under this section are conditioned upon MyECheck providing Licensee: (1) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at Licensee's request to the extent reasonably necessary for the defense of such claim. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy for any claim of intellectual property infringement or misappropriation relating to the Licensee Materials. Notwithstanding the foregoing, Licensee shall not indemnify, defend or hold harmless MyECheck for any claims arising from: (a) any MyECheck intellectual property or software incorporated in or combined with the Licensee Materials where in the absence of such incorporated or combined item, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) use of an any version of the Licensee Materials for which Licensee has made available an updated, revised or repaired subsequent version; or (d) the gross negligence or willful misconduct of MyECheck or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief of the likelihood of such a claim, Licensee shall have the right, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-made basis with coverage for at least one year from the date of completion of the services. The provisions of this Section 12 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this Agreement.

Licensee Indemnity. Licensee agrees to indemnify, defend and hold harmless MyECheck from and against all damages and costs (including reasonable attorneys' fees) finally awarded against MyECheck (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with the gross negligent or willful misconduct of Licensee, its employees, subcontractors or agents; (ii) any claim brought against MyECheck by a third party alleging that the Licensee Materials (as defined in Exhibit C) directly infringe any U.S. copyright or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as of the Effective Date; or (iii) any claim brought against MyECheck by a third party arising from or relating to any modification of the Software by Licensee or any use of the Software other than as permitted under this Agreement. The parties acknowledge and agree that Licensee's obligations under this section are conditioned upon MyECheck providing Licensee: (1) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at Licensee's request to the extent reasonably necessary for the defense of such claim. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy for any claim of intellectual property infringement or misappropriation relating to the Licensee Materials. Notwithstanding the foregoing, Licensee shall not indemnify, defend or hold harmless MyECheck for any claims arising from: (a) any MyECheck intellectual property or software incorporated in or combined with the Licensee Materials where in the absence of such incorporated or combined item, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) use of an any version of the Licensee Materials for which Licensee has made available an updated, revised or repaired subsequent version; or (d) the gross negligence or willful misconduct of MyECheck or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief of the likelihood of such a claim, Licensee shall have the right, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees agrees-to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-claims made basis with coverage for at least one year from the date of completion of the services. .. The provisions of this Section 12 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this Agreement.

Licensee Indemnity. Licensee agrees to indemnify, defend and hold harmless MyECheck from and against all damages and costs (including reasonable attorneys' fees) finally awarded against MyECheck (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with the gross negligent or willful misconduct of the Licensee, its employees, subcontractors or agents; (ii) any claim brought against MyECheck by a third party alleging that the Licensee Materials (as defined in Exhibit C) directly infringe any U.S. copyright or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as of the Effective Date; or (iii) any claim brought against MyECheck by a third party arising from or relating to any modification of the Software by the Licensee or any use of the Software other than as permitted under this Agreement. The parties acknowledge and agree that the Licensee's obligations under this section are conditioned upon MyECheck providing the Licensee: (1) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at the Licensee's request to the extent reasonably necessary for the defense of such claim. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy for any claim of intellectual property infringement or misappropriation relating to the Licensee Materials. Notwithstanding the foregoing, Licensee shall need not indemnify, defend or nor hold harmless MyECheck for any claims arising from: (a) any MyECheck intellectual property or software incorporated in or combined with the Licensee Materials where in the absence of such incorporated or combined item, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) use of an any version of the Licensee Materials for which Licensee has made available an updated, revised or repaired subsequent version; or (d) the gross negligence or willful misconduct of MyECheck or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief of the likelihood of such a claim, Licensee shall have the right, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-made basis with coverage for at least one year from the date of completion of the services. The provisions of this Section 12 13 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this Agreement.

Licensee Indemnity. Licensee agrees to indemnify, defend and hold harmless MyECheck from and against all damages and costs (including reasonable attorneys' fees) finally awarded against MyECheck XxXXxxxx (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with the gross negligent or willful misconduct of the Licensee, its employees, subcontractors or agents; (ii) any claim brought against MyECheck by a third party alleging that the Licensee Materials (as defined in Exhibit C) directly infringe any U.S. copyright or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as of the Effective Date; or (iii) any claim brought against MyECheck by a third party arising from or relating to any modification of the Software by the Licensee or any use of the Software other than as permitted under this Agreement. The parties acknowledge and agree that the Licensee's obligations under this section are conditioned upon MyECheck providing the Licensee: (1) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at the Licensee's request to the extent reasonably necessary for the defense of such claim. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy for any claim of intellectual property infringement or misappropriation relating to the Licensee Materials. Notwithstanding the foregoing, Licensee shall need not indemnify, defend or nor hold harmless MyECheck for any claims arising from: (a) any MyECheck intellectual property or software incorporated in or combined with the Licensee Materials where in the absence of such incorporated or combined item, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) use of an any version of the Licensee Materials for which Licensee has made available an updated, revised or repaired subsequent version; or (d) the gross negligence or willful misconduct of MyECheck or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief of the likelihood of such a claim, Licensee shall have the right, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-made basis with coverage for at least one year from the date of completion of the services. The provisions of this Section 12 13 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this Agreement.

Licensee Indemnity. Licensee hereby agrees to indemnify, defend and hold Aerpio and its Affiliates, and their respective employees, directors, agents and consultants, and their respective successors, heirs and assigns and representatives (“Aerpio Indemnitees”) harmless MyECheck from and [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. against all damages and costs claims, liability, threatened claims, damages, expenses (including reasonable attorneys' ’ fees) finally awarded against MyECheck ), suits, proceedings, losses or judgments, whether for money or equitable relief, of any kind, including but not limited to death, personal injury, illness, product liability or property damage or the failure to comply with applicable Law (or finally settled upon) and collectively, “Losses”), arising from: from any Third Party claim due to (i) any claim of personal injury the research, development, commercialization (including promotion, advertising, offering for sale, sale or tangible personal property damage (excluding data) of whatsoever nature other disposition), transfer, importation or kind arisingexportation, in whole manufacture, labeling, handling or in partstorage, out of, as a result or use of, or in connection with exposure to, the gross negligent Licensed Compound or willful misconduct any Licensed Products by or for Licensee or any of Licenseeits Affiliates, its employeesSublicensees, subcontractors subcontractors, agents and consultants; or agents; (ii) any claim brought against MyECheck by a third party alleging that the Licensee Materials Licensee’s (as defined in Exhibit Cor its Affiliates’ and Sublicensees’) directly infringe any U.S. copyright use or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as practice of the Effective DateAerpio Patent Rights and Aerpio Know-How; or (iii) any claim brought against MyECheck by a third party arising from material breach of any obligation, representation or relating to any modification warranty of the Software by Licensee hereunder; or any use of the Software other than as permitted under this Agreement. The parties acknowledge (iv) Licensee’s (or its Affiliates’ and agree that Licensee's obligations under this section are conditioned upon MyECheck providing Licensee: (1Sublicensees’) prompt written notice of the existence of such claimgross negligence, suitrecklessness or willful misconduct, action or proceeding (except, in each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at Licensee's request case, to the extent reasonably necessary for the defense of that such claim. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy for any claim of intellectual property Losses arise from (A) infringement or misappropriation relating to the Licensee Materials. Notwithstanding the foregoing, Licensee shall not indemnify, defend of patent or hold harmless MyECheck for any claims arising from: (a) any MyECheck other intellectual property rights or software incorporated in or combined with the Licensee Materials where in the absence of such incorporated or combined itemknow-how by any Aerpio Indemnitees, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) use of an any version of the Licensee Materials for which Licensee has made available an updated, revised or repaired subsequent version; or (dB) the gross negligence negligence, recklessness or willful misconduct of MyECheck any Aerpio Indemnitees, or (C) any of its agents, subcontractors or employees. Upon notice material breach of any claim obligation, representation or warranty of infringement or upon reasonable belief of the likelihood of such a claim, Licensee shall have the right, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-made basis with coverage for at least one year from the date of completion of the services. The provisions of this Section 12 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this AgreementAerpio hereunder.

Licensee Indemnity. Licensor shall defend or settle any proceeding brought against Licensee agrees to indemnifythe extent that it is based on a claim that the SYSTEM made to Licensor's specifications and being within the scope of the ------------------------------------------------------------------------------- Page 3 Licensor's Initials: Licensee's Initials: LCH -------------------- -------------------- CONFIDENTIAL LICENSE AND MAINTENANCE AGREEMENT FACTS Agreement hereunder constitutes and infringement of a U.S. copyright or an existing U.S. patent provided that Licensor is notified of the claim promptly in writing and is given complete authority and information required for the complete defense of same, defend and hold harmless MyECheck from and against Licensor shall pay all damages and costs (including reasonable attorneys' fees) finally awarded therein against MyECheck (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arisingLicensee, but Licensor shall, in whole no event, be responsible for any costs, expenses or compromise incurred or made by Licensee without Licensor's prior written consent. In the event that SYSTEM or any Module of SYSTEM furnished hereunder is, in partLicensor's opinion, out oflikely to or does become the subject of a claim for infringement of a copyright or patent, as a result ofLicensor may, at its option and expense, procure for Licensee the right to continue using such materials, modify them to make them non-infringing, or substitute other materials of similar capability. If none of the foregoing alternatives is reasonably available to Licensor in connection with its opinion, Licensor may terminate the gross negligent or willful misconduct License of such Module upon thirty (30) days written notice to Licensee, its employees, subcontractors or agentsin which case Licensor shall refund to Licensee all fees (exclusive of: Training Fees; (ii) any claim brought against MyECheck by a third party alleging that Training Expenses; Quarterly Fees; Software Relicensing Fees; Additional Licensing Fees; taxes; and the Licensee Materials (as defined in Exhibit C) directly infringe any U.S. copyright or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as price of the Effective Date; or (iiiCOMPUTER) any claim brought against MyECheck by a third party arising from or relating paid to any modification of the Software Licensor by Licensee or any use of for the Software other than as permitted infringing Module under this Agreement. The parties acknowledge If, however, the Module or SYSTEM is likely to become the subject of a filed claim for copyright infringement but has not, Licensee may, at its peril, elect to continue using the same until an injunction issues or the claim has been withdrawn. In such event Licensee agrees to defend any action involving such claim and agree that Licensee's obligations under this section are conditioned upon MyECheck providing Licensee: (1) prompt written notice to indemnify Licensor with respect to all costs, damages and attorneys fees attributable to use of the existence SYSTEM or Module by Licensee after notice from Licensor of such the possibility of a claim. Licensor may participate, suitat its expense, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at Licensee's request to the extent reasonably necessary for in the defense of such claimany action that may arise out of any claim made against Licensee from its use after notice from Licensor against Licensor. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy Licensor shall have no liability for any claim of intellectual property infringement or misappropriation relating to based upon the Licensee Materials. Notwithstanding use of other than a current unaltered release of the foregoing, Licensee shall not indemnify, defend or hold harmless MyECheck for any claims arising from: (a) any MyECheck intellectual property or software incorporated in or combined with SYSTEM available from Licensor if such infringement would have been avoided by the Licensee Materials where in the absence use of such incorporated current unaltered release, or combined item, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) upon use of an any version a combination of the Licensee Materials for which Licensee has made available an updated, revised SYSTEM with non-Licensor programs or repaired subsequent version; combination of the unaltered SYSTEM with any other programs or (d) data. The foregoing states the gross negligence entire liability of Licensor with respect to infringement of any copyright or willful misconduct of MyECheck patent by the SYSTEM or Modules or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief part of the likelihood SYSTEM or Modules, and is in lieu of such a claimall warranties or representations, Licensee shall have the rightexpressed or implied, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-made basis with coverage for at least one year from the date of completion of the services. The provisions of this Section 12 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this Agreementin regard thereto.