Common use of Warranties, Representations, and Indemnification Clause in Contracts

Warranties, Representations, and Indemnification. a. 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 Masters 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. Artist 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. Artist warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Masters by Artist, and Artist indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall 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 Artist and obtaining Artist's consent. Artist shall have no obligation to approve the use thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall constitute an additional recording cost and expense and shall be borne by Artist. Knowledge by Artist that "samples" were used by Producer, which was not affirmatively disclosed by Producer to Artist, 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 Artist. At Artist's request, Producer shall cooperate with respect to any matters concerning "sampling" which may arise hereunder. The parties acknowledge that Producer did not incorporate any "samples" in the Master hereunder.

Warranties, Representations, and Indemnification. a. Producer 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. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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) rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer Licensor warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Licensor which was were not affirmatively disclosed by Producer Licensor to Artist, 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 Licensor to ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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.

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. • 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 Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Producer which was were not affirmatively disclosed by Producer to Artist, 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 ArtistLicensee. At Artist's request• Parties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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. a. Producer 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. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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) rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer Licensor warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Licensor which was were not affirmatively disclosed by Producer Licensor to Artist, 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 Licensor to ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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.

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. 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 Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Producer which was not affirmatively disclosed by Producer to Artist, 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 ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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. 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. • 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 Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Producer which was not affirmatively disclosed by Producer to Artist, 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 ArtistLicensee. At Artist's request• Parties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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. a. Producer 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. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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. Artist warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer Licensor warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Licensor which was were not affirmatively disclosed by Producer Licensor to Artist, 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 Licensor to ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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.

Warranties, Representations, and Indemnification. a. Producer 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. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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) rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer Licensor warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Licensor which was were not affirmatively disclosed by Producer Licensor to Artist, 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 Licensor to ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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.

Warranties, Representations, and Indemnification. a. 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 hereunderhereun- der. Producer warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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 prohi- bition with respect to the grant of rights hereunder. Artist warrants that the manufacture, sale, distributiondistri- bution, or other exploitation of the Masters 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 Masters by Artist, and Artist indemnifies and holds Producer harmless for any such elementsele- ments. Producer warrants that he shall not "„sample" ” (as that term is commonly understood in the recording re- cording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "„Owner"”) without first having notified Artist and obtaining Artist's ’s consent. Artist shall have no obligation to approve the use thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall constitute constitu- te an additional recording cost and expense and shall be borne by Artist. Knowledge by Artist that "„samples" ” were used by Producer, which was not affirmatively disclosed by Producer to Artist, 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 Artist. At Artist's ’s request, Producer shall cooperate with respect to any matters concerning "„sampling" ” which may arise hereunder. The parties acknowledge that Producer did not incorporate any "„samples" ” in the Master hereunder.

Warranties, Representations, and Indemnification. a. a / 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 Masters 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. Artist 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. Artist warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Masters by Artist, and Artist indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall 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 Artist and obtaining Artist's consent. Artist shall have no obligation to approve the use thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall constitute an additional recording cost and expense and shall be borne by Artist. Knowledge by Artist that "samples" were used by Producer, which was not affirmatively disclosed by Producer to Artist, 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 Artist. At Artist's request, Producer shall cooperate with respect to any matters concerning "sampling" which may arise hereunder. The parties acknowledge that Producer did not incorporate any "samples" in the Master hereunder.

Warranties, Representations, and Indemnification. a. Producer 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. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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) rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer warrants that he The Licensee agrees to fully indemnify the Licensor (including Licensor’s officers, agents, and employees) in the event of any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, caused by the Licensee’s breach or alleged breach of any term, representation, or warranty of this agreement, including but not limited to the Licensee’s use or alleged use of unlicensed or improperly licensed material in the creation of the New Song and the master sound recording. The Licensor in any of the following events shall not "sample" (as that term is commonly understood in be liable to 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 Artist and obtaining Artist's consent. Artist shall have no obligation to approve the use thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall constitute an additional recording cost and expense and shall be borne by Artist. Knowledge by Artist that "samples" were used by Producer, which was not affirmatively disclosed by Producer to Artist, 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 Artist. At Artist's request, Producer shall cooperate with respect to any matters concerning "sampling" which may arise hereunder. The parties acknowledge that Producer did not incorporate any "samples" in the Master hereunderLicensee.

Warranties, Representations, and Indemnification. a. Producer 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. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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) rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer Licensor warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used 6 by Producer, Licensor which was were not affirmatively disclosed by Producer Licensor to Artist, 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 Licensor to ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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.

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. • 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 Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Producer which was were not affirmatively disclosed by Producer to Artist, 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 ArtistLicensee. At Artist's request• Parties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non- defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefence 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. a. Producer 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 she has the full right and ability to enter into this agreementAgreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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) rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer Licensor warrants that he shall she 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Licensor which was were not affirmatively disclosed by Producer Licensor to Artist, 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 Licensor to ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non- defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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.

Warranties, Representations, and Indemnification. a. Producer 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 she has the full right and ability to enter into this agreementAgreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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) rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer Licensor warrants that he shall she 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Licensor which was were not affirmatively disclosed by Producer Licensor to Artist, 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 Licensor to ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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.

Warranties, Representations, and Indemnification. a. Producer The 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 for the grant of rights hereunder. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firmfirm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firmfirm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist indemnifies Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer Licensor warrants that he shall did not "“sample" ” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firmfirm, or corporation (hereinafter referred to as "“Owner"”) without first first having notified Artist and obtaining Artist's consentnotified Licensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Licensor which was were not affirmatively affirmatively disclosed by Producer Licensor to Artist, 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 Licensor to ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non- defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense 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.

Warranties, Representations, and Indemnification. a. 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 Masters 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. Artist 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. Artist warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Masters by Artist, and Artist indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall 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 Artist and obtaining Artist's consent. Artist shall have no obligation to approve the use thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall constitute an additional recording cost and expense and shall be borne by Artist. Knowledge by Artist that "samples" were used by Producer, which was not affirmatively disclosed by Producer to Artist, 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 Artist. At Artist's request, Producer shall cooperate with respect to any matters concerning "sampling" which may arise hereunder. The parties acknowledge that Producer did not incorporate any "samples" in the Master hereunder.

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. • 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 Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Producer which was were not affirmatively disclosed by Producer to Artist, 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 ArtistLicensee. At Artist's request• Parties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefence 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. a. Licensee hereby agrees that Producer 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. 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 Masters 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. Artist 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. Artist warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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 Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall they 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Producer which was were not affirmatively disclosed by Producer to Artist, 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 ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses that are actually incurred by the non-defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or other equitable relief for any breach or non-compliance with any provision of this agreement.

Warranties, Representations, and Indemnification. a. Producer 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. Producer Licensor warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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. Artist 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. Artist Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Masters 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) rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer Licensor undertakes no responsibility whatsoever as to any elements added to the Masters New Song by ArtistLicensee, and Artist Licensee indemnifies and holds Producer Licensor harmless for any such elements. Producer Licensor warrants that he shall 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 Artist and obtaining Artist's consentLicensee. Artist 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 constitute an additional recording cost and expense and shall be borne by ArtistLicensee. Knowledge by Artist Licensee that "“samples" ” were used by Producer, Licensor which was were not affirmatively affirmatively disclosed by Producer Licensor to Artist, 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 Licensor to ArtistLicensee. At Artist's requestParties hereto shall indemnify and hold each other harmless from any and all third party claims, Producer liabilities, costs, losses, damages or expenses as are actually incurred by the non- defaulting party and shall cooperate with respect to hold the non-defaulting party, free, safe, and harmless against and from any matters concerning "sampling" and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may arise hereunder. The parties acknowledge 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 Producer did not incorporate prior to final judgment, arising out of any "samples" 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 Master hereunderdefence 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.

Warranties, Representations, and Indemnification. a. 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 Masters hereunder will not infringe upon or violate any common law or statutory right of any person, firmfirm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Artist 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. Artist warrants that the manufacture, sale, distribution, or other exploitation of the Masters hereunder will not infringe upon or violate any common law or statutory right of any person, firmfirm, 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 Masters by Artist, and Artist indemnifies indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firmfirm, or corporation (hereinafter referred to as "Owner") without first first having notified notified Artist and obtaining Artist's consent. Artist shall have no obligation to approve the use thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall constitute an additional recording cost and expense and shall be borne by Artist. Knowledge by Artist that "samples" were used by Producer, which was not affirmatively affirmatively disclosed by Producer to Artist, 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 Artist. At Artist's request, Producer shall cooperate with respect to any matters concerning "sampling" which may arise hereunder. The parties acknowledge that Producer did not incorporate any "samples" in the Master hereunder.