Common use of Representations and Indemnification Clause in Contracts

Representations and Indemnification. 10.1 Licensor, by this Agreement, represents and warrants that it has the sole and exclusive, unencumbered, right, title and interest to the Patent Rights other than as set forth in the Interinstitutional Agreement between Licensor and Duke University, a [***] Confidential treatment requested. true and complete copy of which is annexed hereto as Appendix I. Licensor, by this Agreement, makes no representation as to the patentability and/or breadth of the inventions contained in the Patent Rights. Licensor, by this Agreement, makes no representation as to patents now held or which will be held by others in the field of the Licensed Products and Licensed Processes for a particular purpose. Licensor, by this Agreement, disclaims all warranties and representations not expressly set forth. 10.2 Licensee agrees to indemnify, hold harmless, and defend Licensor, its trustees, officers, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses, including attorneys fees, resulting or arising out of the exercise of this license. Licensee shall not be responsible for the negligence or intentional wrongdoing of Licensor. 10.3 Licensee shall maintain in force at its sole cost and expense with reputable insurance companies, products liability insurance coverage in an amount reasonably sufficient to protect against liability under Article 10.2 above. Licensor shall have the right to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. 10.4 Nothing in this agreement shall be deemed to be a representation or warranty by Licensor of the validity of any of the patents or the accuracy, safety, efficacy, or usefulness for any purpose, of any Subject Technology. Licensor shall have no obligation, express or implied, to supervise, monitor, review, or otherwise assume responsibility for production, manufacture, testing, marketing, or sale of any Licensed Product, and Licensor shall have no liability whatsoever to Licensee or any third parties for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon licensee or any other person or entity, arising out of or in connection with or resulting from: 10.4.1 the production, use, or sale of any Licensed Product; 10.4.2 the use of any Subject Technology; or 10.4.3 advertising or other promotional activities with respect to any of the foregoing. 10.5 Neither party hereto is an agent of the other party for any purpose whatsoever.

Representations and Indemnification. 10.1 LicensorLicensee 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, by this Agreementits sound recording, represents and warrants that it has the sole and exclusive, unencumbered, right, title and interest underlying musical composition embodied therein are licensed to the Patent Rights other than Licensee “as set forth in the Interinstitutional Agreement between Licensor and Duke University, a [***] Confidential treatment requested. true and complete copy is” without warranties of which is annexed hereto as Appendix I. Licensor, by this Agreement, makes no representation as to the patentability and/or breadth of the inventions contained in the Patent Rights. Licensor, by this Agreement, makes no representation as to patents now held any kind or which will be held by others in the field of the Licensed Products and Licensed Processes fitness for a particular purpose. Licensor, by • Producer warrants and represents that he has the full right and ability to enter into this Agreement, disclaims all warranties and representations not expressly set forth. 10.2 Licensee agrees to indemnify, hold harmlessagreement, and defend Licensoris not under any disability, its trusteesrestriction, officersor prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, employeessale, 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 agentsright(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. • 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, lossesdemands, costs, liabilities, loss, damages, judgments, recoveries, costs, fees, and expenses; (including, including attorneys without limitation, reasonable attorneys' fees), resulting which may be made or arising out brought, paid, or incurred by reason of any breach or claim of breach of the exercise of this license. Licensee shall not be responsible for warranties and representations hereunder by the negligence or intentional wrongdoing of Licensor. 10.3 Licensee shall maintain in force at its sole cost defaulting party, their agents, heirs, successors, assigns and expense with reputable insurance companiesemployees, products liability insurance coverage in an amount reasonably sufficient which have been reduced to protect against liability under Article 10.2 above. Licensor shall have the right final judgment; provided that prior to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. 10.4 Nothing in this agreement shall be deemed to be a representation or warranty by Licensor of the validity of any of the patents or the accuracy, safety, efficacy, or usefulness for any purpose, of any Subject Technology. Licensor shall have no obligation, express or implied, to supervise, monitor, review, or otherwise assume responsibility for production, manufacture, testing, marketing, or sale of any Licensed Product, and Licensor shall have no liability whatsoever to Licensee or any third parties for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon licensee or any other person or entityfinal judgment, arising out of or in connection with or resulting from: 10.4.1 the production, use, or sale any breach of any Licensed Product; 10.4.2 the use of any Subject Technology; or 10.4.3 advertising representations or other promotional activities with respect to any warranties of the foregoing. 10.5 Neither defaulting party hereto is an agent 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 party equitable relief for any purpose whatsoeverbreach or non-compliance with any provision of this agreement.

Representations and Indemnification. 10.1 LicensorLicensee 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, by this Agreementits sound recording, represents and warrants that it has the sole and exclusive, unencumbered, right, title and interest underlying musical composition embodied therein are licensed to the Patent Rights other than Licensee “as set forth in the Interinstitutional Agreement between Licensor and Duke University, a [***] Confidential treatment requested. true and complete copy is” without warranties of which is annexed hereto as Appendix I. Licensor, by this Agreement, makes no representation as to the patentability and/or breadth of the inventions contained in the Patent Rights. Licensor, by this Agreement, makes no representation as to patents now held any kind or which will be held by others in the field of the Licensed Products and Licensed Processes fitness for a particular purpose. Licensor, by Producer warrants and represents that he has the full right and ability to enter into this Agreement, disclaims all warranties and representations not expressly set forth. 10.2 Licensee agrees to indemnify, hold harmlessagreement, and defend Licensoris not under any disability, its trusteesrestriction, officersor prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, employeessale, 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 agentsright(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. 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, lossesdemands, costs, liabilities, loss, damages, judgments, recoveries, costs, fees, and expenses; (including, including attorneys without limitation, reasonable attorneys' fees), resulting which may be made or arising out brought, paid, or incurred by reason of any breach or claim of breach of the exercise of this license. Licensee shall not be responsible for warranties and representations hereunder by the negligence or intentional wrongdoing of Licensor. 10.3 Licensee shall maintain in force at its sole cost defaulting party, their agents, heirs, successors, assigns and expense with reputable insurance companiesemployees, products liability insurance coverage in an amount reasonably sufficient which have been reduced to protect against liability under Article 10.2 above. Licensor shall have the right final judgment; provided that prior to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. 10.4 Nothing in this agreement shall be deemed to be a representation or warranty by Licensor of the validity of any of the patents or the accuracy, safety, efficacy, or usefulness for any purpose, of any Subject Technology. Licensor shall have no obligation, express or implied, to supervise, monitor, review, or otherwise assume responsibility for production, manufacture, testing, marketing, or sale of any Licensed Product, and Licensor shall have no liability whatsoever to Licensee or any third parties for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon licensee or any other person or entityfinal judgment, arising out of or in connection with or resulting from: 10.4.1 the production, use, or sale any breach of any Licensed Product; 10.4.2 the use of any Subject Technology; or 10.4.3 advertising representations or other promotional activities with respect to any warranties of the foregoing. 10.5 Neither defaulting party hereto is an agent 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 party equitable relief for any purpose whatsoeverbreach or non-compliance with any provision of this agreement.

Representations and Indemnification. 10.1 LicensorLicensee 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, by this Agreementits sound recording, represents and warrants that it has the sole and exclusiveunderlying musical composition embodied therein, unencumbered, right, title and interest are licensed to the Patent Rights other than Licensee “as set forth in the Interinstitutional Agreement between Licensor and Duke University, a [***] Confidential treatment requested. true and complete copy is” without warranties of which is annexed hereto as Appendix I. Licensor, by this Agreement, makes no representation as to the patentability and/or breadth of the inventions contained in the Patent Rights. Licensor, by this Agreement, makes no representation as to patents now held any kind or which will be held by others in the field of the Licensed Products and Licensed Processes fitness for a particular purpose. Licensor, by Licensor warrants and represents that he has the full right and ability to enter into this Agreement, disclaims all warranties and representations not expressly set forth. 10.2 Licensee agrees to indemnify, hold harmlessagreement, and defend Licensoris not under any disability, its trusteesrestriction, officersor prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, employeessale, 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 agentsright(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. Licensor 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. 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 Licensor which were not affirmatively disclosed by Licensor 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 Licensor to Licensee. 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, lossesdemands, costs, liabilities, loss, damages, judgments, recoveries, costs, fees, and expenses; (including, including attorneys without limitation, reasonable attorneys' fees), resulting which may be made or arising out brought, paid, or incurred by reason of any breach or claim of breach of the exercise of this license. Licensee shall not be responsible for warranties and representations hereunder by the negligence or intentional wrongdoing of Licensor. 10.3 Licensee shall maintain in force at its sole cost defaulting party, their agents, heirs, successors, assigns and expense with reputable insurance companiesemployees, products liability insurance coverage in an amount reasonably sufficient which have been reduced to protect against liability under Article 10.2 above. Licensor shall have the right final judgment; provided that prior to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. 10.4 Nothing in this agreement shall be deemed to be a representation or warranty by Licensor of the validity of any of the patents or the accuracy, safety, efficacy, or usefulness for any purpose, of any Subject Technology. Licensor shall have no obligation, express or implied, to supervise, monitor, review, or otherwise assume responsibility for production, manufacture, testing, marketing, or sale of any Licensed Product, and Licensor shall have no liability whatsoever to Licensee or any third parties for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon licensee or any other person or entityfinal judgment, arising out of or in connection with or resulting from: 10.4.1 the production, use, or sale any breach of any Licensed Product; 10.4.2 the use of any Subject Technology; or 10.4.3 advertising representations or other promotional activities with respect to any warranties of the foregoing. 10.5 Neither defaulting party hereto 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 Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. 3rd party sample clearance is an agent the responsibility of the other party for any purpose whatsoeverlicensee.