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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
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<br />9.9. DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS
<br />REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.2 AND THE PRODUCT WARRANTY SET FORTH IN SECTION 9.3,
<br />(A) NEITHER SELLER NOR ANY PERSON ON SELLER'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION
<br />OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR PERFORMANCE OF GOODS OR PRODUCTS TO STANDARDS SPECIFIC TO
<br />THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR
<br />OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY
<br />REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER'S BEHALF, EXCEPT AS SPECIFICALLY
<br />PROVIDED IN SECTIONS 9.2 AND 9.3 OF THIS AGREEMENT.
<br />10. INDEMNIFICATION
<br />10.1. Terryberry Indemnification. Terryberry will indemnify and defend Customer, its Affiliates, and its and their respective
<br />directors, officers, employees, agents, successors and permitted assigns from and against all third-party claims, suits and
<br />proceedings resulting from the violation, misappropriation, or infringement of such third party’s patent, copyright, trademark or
<br />trade secret caused by Customer’s use of the Goods in accordance with this Manufacturing Agreement and all directly related losses,
<br />liabilities, damages, costs and expenses (including reasonable attorneys’ fees).
<br />10.2. Customer Indemnification. Subject to the terms and conditions of this Manufacturing Agreement, including those set forth in
<br />Section 10.3, Customer shall indemnify, defend and hold harmless Terryberry and its representatives/officers, directors, employees,
<br />agents, affiliates, successors and permitted assigns (each an “Indemnitee”) against any and all losses, damages, liabilities,
<br />deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind,
<br />including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Manufacturing
<br />Agreement and the cost of pursuing any insurance providers, incurred by awarded against Indemnitee (collectively, "Losses"),
<br />relating to any third-party Claim or any direct Claim against Customer alleging:
<br />10.2.1. a breach or non-fulfillment of any representation, warranty or covenant under this Manufacturing Agreement by
<br />Indemnifying Party or Indemnifying Party's Personnel;
<br />10.2.2. any negligent or more culpable act or omission of Customer or its Personnel (including any recklessness or willful
<br />misconduct) in connection with the performance of this Manufacturing Agreement; or
<br />10.2.3. any bodily injury, death of any Person or damage to real or tangible personal property caused by the acts or omissions of
<br />Customer or its Personnel; or
<br />10.2.4. any failure by Customer or its Personnel to comply with any Applicable Laws.
<br />10.3. Procedure. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the
<br />Party entitled to indemnification under this Manufacturing Agreement (“Indemnified Party”) giving prompt notification to the Party
<br />that is obligated to provide indemnification (“Indemnifying Party”) of any claims in writing; and (b) the Indemnified Party providing
<br />the Indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the
<br />Indemnifying Party will have no authority to enter into any settlement or admission of the Indemnified Party’s wrongdoing on behalf
<br />of the Indemnified Party without the Indemnified Party’s prior written consent (not to be unreasonably withheld). The Indemnifying
<br />Party will promptly, and in no event less than ten (10) days before the date on which a response to such claim is due, assume and
<br />diligently pursue the defense and settlement of such claim, engaging attorneys with appropriate expertise to handle and defend the
<br />same, at the Indemnifying Party’s sole cost and expense. At the Indemnifying Party’s request and sole expense, the Indemnified
<br />Party shall reasonably cooperate with the Indemnifying Party in defending or settling any claim. If the Indemnifying Party fails to
<br />timely assume, or ceases to diligently pursue, such defense, the Indemnified Party may defend or settle the claim in such manner as
<br />it may deem appropriate at the cost of the Indemnifying Party.
<br />10.4. Remedies. If Customer’s use of the Goods is prevented by injunction or court order because of any claim subject to
<br />indemnification under Section 10.1, or, in Terryberry’s opinion, if the Goods are likely to become the subject of any such claim, then
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 17 of 36)
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