4. Indemnitiy and Insurance

4.1 The Seller shall hold the Company harmless and keep the Company indemnified in full against all liabilities loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:

a) defective or non-conforming Goods; and

b) any claim by any third party under any applicable law made against the Company during the period of time allowed under the law governing such claim in respect of any liability damage, cost or expense arising out of or in connection with the sale or use of the Goods. The period of time allowed under the laws governing the claim shall be deemed to start at the earliest of the following dates: (i) the date upon which the Goods or the products incorporating such Goods have been delivered by the Company to its direct customer or (ii) three months after delivery of the Goods by the Seller to the Company.

c) an infringement or alleged infringement of any Intellectual Property Rights caused by the use, manufacture or supply of the Goods; and

d) a breach of confidentiality

4.2 The Seller shall take out and maintain with a reputable and financially strong insurance company insurance policies sufficient to cover any liability of the Seller towards the Company and third parties in respect of the provision of the Goods. The Seller shall provide copies of its insurance policies and premium receipts following a request by the Company.

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