Exhibit10(iii)
INDEMNIFICATION
AGREEMENT
THIS AGREEMENT
is dated
for reference July 27, 2009,
AMONG:
P.T. GROUP LTD. , a
corporation incorporated pursuant to the laws of the British Virgin
Islands registered under BVI Company Number 1057655, with an
address of PO Box 0830-01906 Calle B Marbella, Edificio Sol Marina
11B, Panama City, Panama;
(the
“Licensor”)
AND:
SIMPLE TECH INC. , a company incorporated pursuant to the
laws of the State of Nevada, with an address of 2829 Bird Avenue,
Suite 12, Miami, FL 33133 ;
and
SONNEN CORPORATION
, a company incorporated pursuant to
the laws of the State of Nevada, with an address of 2829 Bird
Avenue, Suite 12, Miami, Florida 33133 as a wholly owned subsidiary
of Simple Tech Inc.;
(together
the “Licensee”)
WHEREAS:
A. The
Parties have entered into a licensing agreement on July 27, 2009
(the “Licensing Agreement”) with regard to the license
of certain technology defined therein as “PTG
Technology” (the “Technology”) wherein the
Licensor has represented and warranted under Section 7.13 that
“it is the sole owner of the Intellectual Property and the
Technology, that such Intellectual Property and Technology do not
infringe on the intellectual property of any other person, and that
all registrations with respect thereof are in good standing, valid
and enforceable, and with support from the Licensor, the Licensee
will, at its sole expense, take all reasonable steps to secure and
protect the Intellectual Property and the
Technology”;
B. Under
Section 8.1 of the Licensing Agreement, the Licensor has agreed to
indemnify and save the Licensee harmless from and against any and
all reasonably foreseeable claims, causes of action, damages,
awards, actions, suits, proceedings, demands, assessments,
judgments, as well as any and all costs and legal and other
expenses incidental to the foregoing, arising out of any claims of
intellectual property infringement arising out of the
commercialization of the Technology to the extent that the
potential for such specific claims were actually known by the
Licensor or should have been known and were not disclosed to the
Licensee; or to the extent expressly waived by the Licensee in
writing if such claims were disclosed to the Licensee;
C. The
Licensor has identified the possibility that the Hertzina State
Pedagogical University (“Hertzina”) may make a claim
for a beneficial interest in the Technology and the Licensee wishes
to enter into this indemnification agreement with the Licensor on
the terms set forth below.
THIS AGREEMENT WITNESSES THAT in consideration of US$10.00 (the receipt and
sufficiency of which is hereby acknowledged), the parties agree as
follows:
1. The
Licensor and the Licensee agree that if (i) Hertzina makes a claim
for a beneficial interest in the Technology and (ii) in settlement
of such claim with the prior written cons
