Warranties, Representations, and Indemnification Clause Samples

Warranties, Representations, and Indemnification a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. b. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-d...

Warranties, Representations, and Indemnification a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. b. No 3rd party samples that would require clearance were used. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non- defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Warranties, Representations, and Indemnification. 1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

Warranties, Representations, and Indemnification a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Track fits the particular creative use or musical purpose intended or desired by the Licensee. The Track, and all sound recording(s) and underlying musical composition(s) embodied therein are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. b. Licensee hereby agrees that Licensee or anyone acting on Licensee's behalf, will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Licensee's Content. Without limiting the generality of the foregoing, Licensee (either directly or through a third party acting on your behalf) shall be responsible for and shall pay (i) any royalties and other sums due to Artists (featured and non-featured), authors, co-authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Licensee's Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied Licensee's Content from sales or other uses of Licensee's Content, (iii)all payments that may be required under any collective bargaining agreements applicable to Licensee or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Licensee's Content or other materials provided by Licensor to Licensee. c. You shall indemnify and Producer, Producer’s company and each of their respective employees, licensees, designees, parent companies, agents, affiliates, successors and assigns (collectively, the "Indemnitees") harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the Indemnities and shall hold the Indemnitees free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of or in connection with any breach or claim of breach of the warranties and representations hereunder by you, your agents, heirs, successors, assigns and employees or any failure by you to perform any of your obligations hereunder. d. By using the ...

Warranties, Representations, and Indemnification a. Producer represents and warrants that Producer has the full right and ability to enter into this Premium + Tracked Out License Agreement and grant those rights granted herein. Producer warrants that the exploitations of the Beat permitted hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. b. You represent and warrant that exploitation of the New Composition and/or New Recording hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Just to be clear, Producer takes no responsibility whatsoever as to any elements added to the New Composition and/or New Recording by Licensee or any third party, and Licensee indemnifies and holds Producer harmless for any and all such elements. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages, judgments, costs, and expenses as are actually incurred by the non-defaulting party (including, without limitation, reasonable attorneys’ fees) arising in connection with any breach or claim of breach of this Premium + Tracked Out License Agreement by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment or settled with the defaulting party’s consent. The non-defaulting party shall give the defaulting party prompt written notice of all claims giving rise to indemnification obligations hereunder, and the defaulting party shall have the right to participate in the defense of such claims with counsel of its choice at its sole expense.

Warranties, Representations, and Indemnification. 10.01. You hereby warrant and represent that: (a) You are a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. You have the full right, power and authority to enter into and fully perform this Agreement and to grant the rights herein granted. (b) Throughout the Term hereof, you shall continue to function as a record label, to sign new recording artists and to record, release and market new recordings in a manner and at a level comparable to that existing at the time of execution hereof and during the one year period prior thereto. (c) The Material embodied in the Records, the Recordings and the packaging therefor and all other items supplied by you for use by Distributor hereunder will not violate any law or infringe upon the rights of any other Person. As used herein, "Material" shall mean and include, without limitation, all Recordings and other recorded material, all musical compositions, names, logos, trademarks, service marks and trade names, biographical information, photographs and likenesses, artwork and packaging materials, and all other musical, dramatic, artistic and literary materials, ideas and intellectual properties.

Warranties, Representations, and Indemnification. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. Licensor warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements.

Warranties, Representations, and Indemnification. 8.1 The Client warrants, represents and undertakes that: 8.1.1 it has, and will continue to hold, all consents, authorizations, licenses, permissions and regulatory approvals necessary to enter into the Agreement, undertake its obligations as set out herein and grant the rights granted hereunder; 8.1.2 in performing its obligations under the Agreement, it will comply with all Applicable Laws and Government Restrictions; 8.1.3 it has, and will continue to have, all necessary rights in and to the Client Materials, including any and all Intellectual Property Rights in such Client Materials, and any other materials made available by the Client to the Publisher or which are otherwise necessary to perform the Publisher’s obligations under the Agreement; 8.1.4 the Client Materials comply with the Technical Specification and the White Paper Requirements; 8.1.5 none of and nothing in the Client Materials shall bring the Publisher into disrepute or is likely to or will cause material damage to the reputation, standing and/or goodwill of the Publisher; 8.1.6 none of and nothing in the Client Materials is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, is liable to incite racial hatred or acts of terrorism, menacing, blasphemous, violates any right of privacy, infringes any Intellectual Property Rights of any third party, infringes any duty of confidentiality, violates any contract, express or implied, or is otherwise unlawful; and 8.1.7 all written information (including, but not limited to the Client Materials) provided to the Publisher is true, accurate, comprehensive, not misleading, in good English at the time provided to the Publisher and shall remain so in all material respects. 8.2 If, during the Term, any Government Restriction is enacted, levied or imposed which impacts the provision of the Publisher Services, whether in whole or in part, (“Publisher Restriction”) the Client warrants that it shall obtain and maintain all applicable consents, authorizations, licenses, permissions and regulatory approvals necessary for the Publisher to continue to provide the Publisher Services and/or to remove such Publisher Restriction. The Publisher shall not be liable to the Client or be in breach for any delay or prevention in performing any of its obligations under the Agreement arising from or attributable to a Publisher Restriction, which shall not excuse the Client from its payment or other obligations owing by it to the Publisher under...

Warranties, Representations, and Indemnification a. Prod ucer warra nts a nd rep resents tha t he ha s the full rig ht a nd a b ility to enter into this a g reem ent, a nd is not und er a ny d isab ility, restriction, or p rohib ition with resp ect to the g ra nt of rig hts hereund er. Prod ucer warra nts tha t the m a nufa cture, sa le, d istrib ution, or other exploitation of the Ma sters hereund er will not infring e up on or viola te a ny com m on la w or sta tutory rig ht of a ny p erson, firm , or corp ora tion; includ ing , without lim ita tion, contra ctua l rig hts, cop yrig hts, a nd rig ht( s) of p riva cy a nd p ub lic ity a nd will not constitute lib el a nd / or sla nd er. Artist warra nts a nd rep resents tha t he ha s the full rig ht a nd a b ility to enter into this a g reem ent, a nd is not und er a ny d isa bility, restriction, or p rohib ition with resp ect to the g ra nt of rig hts hereund er. Artist warra nts tha t the m a nufa cture, sa le, distrib ution, or other exploitation of the Ma sters hereund er will not infring e up on or viola te a ny com m on la w or sta tutory rig ht of a ny p erson, firm , or corp ora tion; including , without lim ita tion, contra ctua l rig hts, copyrig hts, a nd rig ht( s) of p riva cy a nd p ublicity a nd will not constitute lib el a nd / or sla nd er. The foreg oing notwithstand ing , Prod ucer und ertakes no resp onsib ility wha tsoever a s to a ny elem ents a d d ed to the Ma sters b y Artist, a nd Artist ind em nifies a nd hold s Prod ucer ha rm less for a ny such elem ents. Prod ucer warra nts tha t he shall not "sa m p le" ( a s tha t term is com m only und erstood in the record ing ind ustry) a ny cop yrig hted m a teria l or sound record ing s b elong ing to a ny other p erson, firm , or corp ora tion ( hereina fter referred to a s "Owner") without first having notified Artist a nd ob ta ining Artist's consent. Artist shall ha ve no ob lig a tion to ap p rove the use thereof; however, if a p p roved , a ny pa ym ent in connection therewith, includ ing a ny a ssocia ▇▇▇ leg a l c ▇▇▇ ▇▇ nce costs, shall constitute a n a d d itiona l record ing cost a nd expense a nd shall b e b orne b y Artist. Knowled g e b y Artist tha t "sa m p les" were used b y Prod ucer, which was not affirm a tively d isclosed by Prod ucer to Artist, sha ll shift, in whole or in p a rt, the lia b ility for infring em ent or ▇▇▇▇▇ tion of the rig hts of a ny third p a rty a rising fro m the use of a ny such "sa m p le" from Prod ucer to Artist. At Artist's req uest, Pro...