Common use of Representations and Warranties Indemnification Clause in Contracts

Representations and Warranties Indemnification. Consultant hereby represents and warrants that (a) the Company Work Product will be an original work of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.

Representations and Warranties Indemnification. Consultant hereby represents You represent and warrants that (a) warrant to Songflowr that: i. You have the Company Work Product will be an original work legal capacity, right and authority to enter into this Agreement; ii. You own fully or are otherwise fully vested of Consultant the necessary copyrights and any third parties will have executed assignment other rights in order to provide a grant of rights, licenses and permissions herein to Songflowr, selected Digital Stores, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither ; iii. You have secured all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical licenses from copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement; iv. Your Recordings and Materials do not and will not, and the Company Work Product nor authorized use thereof by Songflowr, Digital Stores and their Customers shall not, infringe any element thereof will be subject to any restrictions copyright, trademark or to any mortgagesother intellectual property or other rights, liensincluding but not limited to, pledgesrights of publicity, security interestsprivacy or moral rights, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant , or violate any applicable treaty, statute, law, order, rule or regulation; v. the files containing the Recordings and Materials that you upload or otherwise provide to us do not and will take not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; vi. all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term Term; vii. You will make, and Songflowr will not be responsible for, any payments other than those specified in paragraph 10 above in connection with the Recordings and Materials; viii. You will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; ix. any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof; x. there are not any actual or threatened claims, litigation, administrative proceedings regarding any Recordings or Materials that would prevent full exploitation of all rights and licenses granted hereunder; xi. there is not any existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; xii. You covenant and agree not make any claim or bring any legal action related to this Agreement, against any Digital Store or UGC Service so long as such entities are not in violation of the rights you have granted to Songflowr hereunder; (g) Consultant agrees to abide by any and xiii. you have read and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them. You shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Companyharmless, its and upon our request, defend, Songflowr and our affiliates, sublicensees (including your selected Digital Stores and their Customers), successors and assigns, and the respective directors, officers, directorsshareholders, members, managers, employees, sublicenseesagents and representatives of the foregoing, customers from and agents from against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs and expenses and costs (including reasonable attorneys’ ' fees and court costs) which result from resulting from: i. a breach or alleged breach of any representation of your warranties, representations, covenants or warranty obligations under this Agreement; ii. any claim that the Recordings, Materials, data or information provided or authorized by You or on your behalf hereunder or the use thereof by Songflowr, a Digital Store, or an ID Service (if applicable) violates or infringes the rights of Consultant (a “Claim”) set forth hereinanother party; iii. any other act or omission by you or any of your licensors, provided that Company gives Consultant written notice agents or representatives. You will promptly reimburse Songflowr and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such Claim claim and Consultant has shall control the right to defense thereof, though you may participate in the such defense of any such Claim at its your own expense. From the date of You may not settle any claim for which we may be liable without our prior written notice from Company consent, which we will not withhold unreasonably. If any facts, claims, proceedings or other circumstances arise that would be subject to Consultant of indemnification, then Songflowr, in addition to any such Claimother right or remedy, Company shall have the right to withhold from any payments otherwise due Consultant under this Agreement to you an amount reasonably related thereto until the amount claim, proceeding or circumstance has been finally resolved, settled or fully adjudicated and the judgment satisfied, or that the statute of any defense costslimitations on such claim has run, plus additional or when you have provided reasonable amounts as and adequate security for Consultant’s obligations hereunderthe claim. Songflowr reserves the right to charge you (or deduct from monies payable to you) for any legal fees incurred by Songflowr as a result of your violation of this Agreement.

Representations and Warranties Indemnification. Consultant hereby represents and warrants that (a) the Company Work Product will be an original work of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, members, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.

Representations and Warranties Indemnification. (a) Consultant hereby represents and warrants that that: (ai) the Company Work Product will be an original work of Consultant he possesses full power and any third parties will have executed assignment of rights reasonably acceptable authority to Companyenter into this Agreement, and to carry out his obligations hereunder; (bii) neither the Company Work Product nor he shall not improperly use or disclose to Glu any element thereof will infringe the Intellectual Property Rights proprietary information or trade secrets of any third party; (ciii) neither he shall not bring onto the Company Work Product nor premises of Glu any element thereof will be subject proprietary information of any third party, including, but not limited to, any unpublished document or such confidential information, unless expressly consented to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachmentsin writing by such third party; (div) Consultant the performance of the terms of this Agreement and the performance of Consultant’s duties hereunder will not grantbreach any separate agreement by which Consultant is bound, directly or indirectly, violate or infringe any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s propertyv) during the term of this Agreement; , while Consultant may enter into separate agreements with third parties, he shall not enter into any agreement that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with any of the provisions hereof and (gvi) he has the qualifications and ability to perform the Services in a diligent and professional manner, without the advice, control or supervision of Glu. (b) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless CompanyGlu, its subsidiaries and affiliates, and each of their officers, directors, employees, sublicensees, customers employees and agents (each, an “Indemnified Party”) from and against any and all claims, actions, suits, demands, obligations, and proceedings of any kind threatened, asserted, or filed against any Indemnified Party by any third party (any or all of the foregoing, “Claims”), and any and all losses, liabilities, damages, costs and expenses (including reasonable fees for attorneys and other professionals and costs of suit) incurred in connection with such Claims by any Indemnified Party arising out of or in connection with (including attorneys’ fees and court costsi) which result from a any breach or alleged breach of any representation or warranty of Consultant (a “Claim”) the confidentiality obligations set forth hereinin Section 2 hereof, provided that Company gives Consultant written notice (ii) any breach or alleged breach of any such Claim of the representations and/or warranties set forth in Section 4(a) hereof or (iii) the gross negligence, willful misconduct, acts, errors and Consultant has the right to participate in the defense omissions of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.

Representations and Warranties Indemnification. (a) Consultant hereby represents and warrants to VS as follows: (i) Consultant is authorized to enter into this Agreement and perform as contemplated herein; (ii) in performing hereunder, Consultant will comply materially with U.S. and applicable international laws, rules, and regulations, and, if advised by VS of Consultant’s failure to comply materially with applicable U.S. and International laws, such that VS has a good faith reason to believe that VS, its business, or the continuation of this Agreement will be impaired, Consultant will take reasonable steps (ataking into account Consultant’s available resources) to comply materially with such law; (iii) the Company Work Product Services will be an original work performed in a diligent and professional manner, using reasonable care; (iv) to the best of Consultant and Consultant’s knowledge, the Services will not violate any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights trademark, trade secret, copyright, patent or other intellectual property right of any third party; ; (cv) neither Consultant’s performance under this Agreement will not violate any contract, agreement, or other document to which Consultant is subject or violate any rules of independence as it relates to the Company Work Product nor any element thereof will be subject to any restrictions Project or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; the Project Sponsor; (db) Consultant will not grantdefend, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers VS from and agents from against any and all claims, lossesactions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses and costs (including reasonable attorneys’ fees and court costs' fees) which result from (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) the grossly negligent or intentional acts or omissions of Consultant, (ii) a breach or alleged material breach of any representation representation, warranty or warranty of covenant made by Consultant hereunder, or (iii) a “Claim”) set forth hereinclaim that any Work, provided that Company gives Consultant written notice Invention, or Tool infringes the patent, trademark, trade secret, copyright, or other intellectual property right of any third party, except to the extent that VS’ use or modification of the foregoing has contributed to any such Claim infringement claim. (c) VS will defend, indemnify and hold harmless Consultant has from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (any or all of the right foregoing hereinafter referred to participate as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) the defense grossly negligent or intentional acts or omissions of VS, (ii) a material breach of any such Claim at its expense. From representation, warranty or covenant made by VS hereunder, or (iii) a claim that any Work, Invention, or Tool infringes the date of written notice from Company to Consultant patent, trademark, trade secret, copyright, or other intellectual property right of any such Claimthird party, Company shall have except to the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for extent that Consultant’s obligations hereunderuse or modification of the foregoing has contributed to any such infringement claim.

Representations and Warranties Indemnification. Consultant hereby represents and warrants that (a) the Company Work Product will be an original work of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Page: 3 Agreed and Accepted by: JA CB Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder. Company hereby represents and warrants that all information provided to Consultant during the term of the Agreement shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, and agrees to hold harmless and indemnify Consultant for claims against Consultant as a result of any breach of such representation. However, the Company will not be liable in any such case for losses, claims, damages, liabilities or expenses that arise from the gross negligence or willful misconduct of Consultant.

Representations and Warranties Indemnification. Consultant hereby 12.1 Each party represents and warrants that to the other that: (ai) the Company Work Product will be an original work of Consultant this Agreement has been duty authorized, executed and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third delivered by such party; (cii) neither such party has the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right power and power authority to enter into and perform this Agreement without and to perform its obligations hereunder; (iii) this Agreement constitutes a valid and binding obligation of such party, enforceable in accordance with its terms; and (iv) the consent execution and performance of this Agreement by such party does and will not violate any agreement or obligation between such party and any other person or entity. 12.2 Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims (and liabilities, judgments, penalties, losses, costs, damages and expenses resulting therefrom, including reasonable attorneys’ fees, but excluding lost profits) made by third parties against Licensor arising out of or in connection with any action taken under or in violation of this Agreement by Licensee, its Affiliates, manufacturers, distributors or the employees or agents of any third party; (f) Consultant will take all necessary precautions of the foregoing, including without limitation the manufacture, distribution, advertising, sale or use of the Merchandise, but excluding any claims to prevent injury to any persons (including employees the extent based on or arising out of Company) the use of the Marks by Licensee or damage to property (including Company’s property) during its Affiliates in accordance with the term terms of this Agreement; (g) Consultant . 12.3 Licensor agrees to abide by indemnify and hold Licensee and its Affiliates harmless from and against any and all rulesclaims (and liabilities, policies judgments, penalties, losses, costs, damages and procedures as communicated to Consultant expenses resulting therefrom, including reasonable attorneys’ fees, but excluding lost profits) made by third parties against Licensee or its Affiliates asserting rights in the Company; (h) Marks and to the extent required based upon or arising out of the use of the Marks by lawLicensee or its Affiliates in accordance with the terms of this Agreement. 12.4 With respect to any claims falling within the scope of the foregoing indemnification, (i) each party shall promptly notify the services other of and keep the other fully advised with respect to be performed pursuant to this Agreement shall be performed by individuals duly licensed such claims and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach the progress of any representation or warranty of Consultant suits in which the party is not participating, (a “Claim”ii) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has each party shall have the right to participate assume, at its sole expense, the defense of a claim or suit made or filed against the other party for which such party is required to indemnify the other party, (iii) each party shall have the right to participate, at its sole expense, in the defense of any suit instituted against it and to approve any attorneys selected by the other party to defend it, which approval shall not be unreasonably withheld or delayed and (iv) a party assuming the defense of a claim or suit against the other party shall not settle such Claim at its expense. From claim or suit without the date prior written approval of written notice from Company to Consultant of any such Claimthe other party, Company which approval shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereundernot be unreasonably withheld or delayed.