Common use of Representations and Warranties Indemnification Clause in Contracts

Representations and Warranties Indemnification. Producer agrees to defend, indemnify, and hold harmless Author against claims arising from or relating to the development, financing, production, exploitation, advertising, or promotion of the Play or any rights therein by Producer or its designees, provided that any such claim is not caused in whole or part by Author’s breach of any of Author’s representations, warranties, or agreements regarding the Play (i.e., with respect to originality, etc.). Each person constituting Author jointly and severally represents and warrants that all materials created or furnished by such person pursuant to this Agreement shall be original with such person except for non-fiction material, material in the public domain, or material that is based on or adapted from third-party source material that Author has properly licensed (in which case Author shall notify Producer prior to entering into this Agreement, and provide such license to Producer for its review and approval), and will not violate any rights of any individual, firm, corporation, or other entity. Author will advise Producer where the book of the Play is based on actual persons or entities or other non-fictional material and if Producer does not wish to obtain clearances, Author shall agree on any changes to be made. Except with respect to uses of the Play in AV Productions, any title of the Play shall be mutually approved by Author and Producer. Author further represents and warrants that (i) Author will not exploit any of the material Author creates hereunder for any purpose not expressly provided for herein or in the AV Agreement unless and until such material reverts to Author, and (ii) there are no debts, liens, or encumbrances whatsoever on Author or the Musical or any portion thereof (including, without limitation, debts or obligations relating to third parties that have previously invested or loaned money to Author in connection with the Musical). Author agrees to indemnify and hold harmless Producer from any and all costs, damages, liabilities, and expenses (including reasonable outside attorneys’ fees and related expenses) arising from third-party claims (whether or not litigated) arising from the breach of Author’s representations, warranties, or agreements hereunder. 15.

Representations and Warranties Indemnification. Producer agrees to defend, indemnify, and hold harmless Author against claims arising from or relating to the development, financing, production, exploitation, advertising, or promotion of the Play or any rights therein by Producer or its designees, provided that any such claim is not caused in whole or part by Author’s breach of any of Author’s representations, warranties, or agreements regarding the Play (i.e., with respect to originality, etc.). Each person constituting Author jointly and severally represents and warrants that all materials created or furnished by such person pursuant to this Agreement shall be original with such person except for non-fiction material, material in the public domain, or material that is based on or adapted from third-party source material that Author has properly licensed (in which case Author shall notify Producer prior to entering into this Agreement, and provide such license to Producer for its review and approval), and will not violate any rights of any individual, firm, corporation, or other entity. Author will advise Producer where the book of the Play is based on actual persons or entities or other non-fictional material and if Producer does not wish to obtain clearances, Author shall agree on any changes to be made. Except with respect to uses of the Play in AV Productions, any title of the Play shall be mutually approved by Author and Producer. Author further represents and warrants that (i) Author will not exploit any of the material Author creates hereunder for any purpose not expressly provided for herein or in the AV Agreement unless and until such material reverts to Author, and (ii) there are no debts, liens, or encumbrances whatsoever on Author or the Musical or any portion thereof (including, without limitation, debts or obligations relating to third parties that have previously invested or loaned money to Author in connection with the Musical). Author agrees to indemnify and hold harmless Producer from any and all costs, damages, liabilities, and expenses (including reasonable outside attorneys’ fees and related expenses) arising from third-party claims (whether or not litigated) arising from the breach of Author’s representations, warranties, or agreements hereunder. 9 15.