Common use of Representation and Indemnity Clause in Contracts

Representation and Indemnity. Company warrants and represents at all times that Company (i) owns the Web Site, (ii) has the right and full power and authority to enter into this Agreement, to grant the rights herein granted and fully to perform its obligations hereunder, (iii) owns and/or has the right to use all materials contained on the Web Site or Pages, including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materials, and (iv) has secured the requisite permission to use any person's name, voice, likeness and performance as embodied in such materials, or any other element contained in said material. In furtherance of the foregoing, Company agrees to indemnify and hold DoubleClick and the Advertisers harmless from and against any and all claims, actions, losses, damages, liability, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the breach of any representation, warranty or agreement made by Company hereunder and/or (ii) the Web Site or Pages, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy or publicity. DoubleClick shall promptly notify Company of all claims and proceedings related thereto of which DoubleClick becomes aware. DoubleClick warrants and represents at all times that DoubleClick owns the Service and that such Service will not infringe upon or conflict with the copyright held by any third party. In furtherance of the foregoing, DoubleClick shall indemnify, defend and hold Company harmless from and against any and all claims, actions, losses, damages. liabilities, costs and expenses (including reasonable attorneys' fees) resulting from or arising out of or in connection with any breach of the foregoing representations and warranties. Company shall promptly notify DoubleClick of all claims and proceedings related thereto of which Company becomes aware.

Representation and Indemnity. Company warrants and represents at all ---------------------------- times that Company (i) owns controls, manages or represents the Web Site, (ii) has the right and full power and authority to enter into this Agreement, to grant the rights herein granted and fully to perform its obligations hereunder, (iii) owns and/or has the right to use all materials contained on the Web Site or Pages, including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materials, and (iv) has secured the requisite permission to use any person's name, voice, likeness and performance as embodied in such materials, materials or any other element contained in said material. In furtherance of the foregoing, Company agrees to indemnify and hold DoubleClick and the Advertisers harmless from and against any and all claims, actions, losses, damages, liability, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the breach of any representation, warranty or agreement made by Company hereunder and/or hereunder, (ii) the Web Site or Pages, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy or publicity, (iii) any and all claims, actions, lawsuits and proceedings brought by Third Party Web Site Owners against DoubleClick ("Third Party Web Site Owner Claims") arising out of, related to or in connection with the Service or this Agreement, including without limitation, any action taken by or services performed by DoubleClick under his Agreement, and/or (iii) any and all losses, damages, liabilities, costs and expenses (including attorneys' fees) arising out of related to, or in connection with any Third Party Web Site Owner Claims. DoubleClick shall promptly notify Company of all claims and proceedings related thereto of which DoubleClick becomes aware. DoubleClick warrants and represents at all times that DoubleClick owns the Service and that such Service will not infringe upon or conflict with the copyright or other intellectual property right held by any third party. In furtherance of the foregoing, DoubleClick shall indemnify, defend and hold Company harmless from and against any and all claims, actions, losses, damages. , liabilities, costs and expenses (including reasonable attorneys' fees) resulting from or arising out of or in connection with any breach of the foregoing representations and warranties, including, without limitation, claims for infringement of copyright or other intellectual property rights. Company shall promptly notify DoubleClick of all claims and proceedings related thereto of which Company becomes aware.

Representation and Indemnity. Company warrants and represents at all times that Company (i) owns the Web Site, (ii) has the right and full corporate right, power and authority to enter into this Agreement, to grant the rights herein granted and fully to perform its obligations the acts required of it, and to grant the rights granted by it hereunder, (iiiii) owns and/or has the right to use all materials contained on the Web Site or Pages, including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materialsexecution of this Agreement by Company, and (iv) has secured the requisite permission performance by Company of its obligations and duties hereunder, do not and will not violate any agreement to use any personwhich Company is a party or by which it is otherwise bound and DoubleClick acknowledges that Company makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement. The foregoing representations by Company in this Section 3 shall be defined as "Company's name, voice, likeness and performance as embodied in such materials, or any other element contained in said materialRepresentations". In furtherance of the foregoing, Company agrees to indemnify and hold DoubleClick and the Advertisers harmless from and against any and all claims, actions, losses, damages, liability, costs and expenses (including reasonable attorneys' fees) arising out ("Claims") to the extent that the basis of or in connection with (i) such Claims is the breach of any representation, warranty or agreement made by Company hereunder and/or hereunder; provided that (i) DoubleClick gives Company prompt notice of the Claim, (ii) Company is given the Web Site or Pagesright to control and direct the investigation, includingpreparation, without limitationdefense and settlement of the Claim; and (iii) DoubleClick reasonably cooperates with Company in the defense and settlement thereof. In connection with the defense of any such Claim, claims for infringement of copyright or other intellectual property rights DoubleClick may have its own counsel in attendance at all interactions and violation of rights of privacy or publicity. DoubleClick shall promptly notify Company of all claims substantive negotiations at its own cost and proceedings related thereto of which DoubleClick becomes awareexpense. DoubleClick warrants and represents at all times that DoubleClick (i) owns the Service and that such Service will not infringe upon or conflict with the copyright rights held by any third partyparty under patent, trademark, copyright, trade secret or other proprietary right, (ii) the performance by DoubleClick of its obligations and duties hereunder, do not and will not violate any agreement to which DoubleClick is a party or by which it is otherwise bound and (iii) DoubleClick will require each Advertiser whose Banners are being delivered to Pages to agree to indemnify and hold Company harmless from and against any losses, costs, damages, or expenses (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with the placement of Banners on Pages. Advertisers refusing to agree to indemnify Company as set forth above shall be excluded from the Pages. It is understood and agreed that nothing herein shall require DoubleClick to take or participate in any action against an Advertiser although DoubleClick shall have the right to participate in such proceeding at DoubleClick's expense. The foregoing representations by DoubleClick in this Section 3 shall be defined as "DoubleClick's Representations". In furtherance of the foregoingforegoing and except as provided in Section 4 of these Standard Terms and Conditions, DoubleClick shall indemnify, defend and hold Company harmless from and against any and all claims, actions, losses, damages. , liabilities, costs and expenses (including reasonable attorneys' fees) resulting from or arising out of or in connection with any breach of the foregoing representations and warranties. Company shall promptly notify DoubleClick warranties and for in connection with or arising from DoubleClick's placement, delivery and/or selling of all claims Banners on the Pages and proceedings related thereto the Web Site; provided that (i) Company gives DoubleClick prompt notice of which the Claim, (ii) DoubleClick is given the right to control and direct the investigation, preparation, defense and settlement of the Claim; and (iii) Company becomes awarereasonably cooperates with DoubleClick in the defense and settlement thereof. In connection with the defense of any such Claim, Company may have its own counsel in attendance at all interactions and substantive negotiations at its own cost and expense.

Representation and Indemnity. Company warrants and represents at all times that Company (i) owns the Web Site, (ii) has the right and full power and authority to enter into this Agreement, to grant the rights herein granted and fully to perform its obligations hereunder, (iii) owns and/or has the right to use all materials contained on the Web Site or Pages, including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materials, and (iv) has secured the requisite permission to use any person's name, voice, likeness and performance as embodied in such materials, or any other element contained in said material. In furtherance of the foregoing, Company agrees to indemnify and hold DoubleClick and the Advertisers harmless from and against any and all claims, actions, losses, damages, liability, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the breach of any representation, warranty or agreement made by Company hereunder and/or (ii) the Web Site or Pages, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy or publicity. DoubleClick shall promptly notify Company of all claims and proceedings related thereto of which DoubleClick becomes aware. DoubleClick warrants and represents at all times that DoubleClick owns the Service and that such Service will not infringe upon or conflict with the copyright rights held by any third partyparty under patent, trademark, copyright, trade secrets or other proprietary right. In furtherance of the foregoing, DoubleClick shall indemnify, defend and hold Company harmless from and against any and all claims, actions, losses, damages. , liabilities, costs and expenses (including reasonable attorneys' fees) resulting from or arising out of or in connection with any breach of the foregoing representations and warranties. 5 Company shall promptly notify DoubleClick of all claims and proceedings related thereto of which Company becomes aware.

Representation and Indemnity. Company warrants and represents at ---------------------------- all times that Company (i) owns the Web Site, (ii) has the right and full power and authority to enter into this Agreement, to grant the rights herein granted and fully to perform its obligations hereunder, (ii) owns the Web Site and that such Web Site will not infringe upon or conflict with the copyright, trademark, trade secret or issued U.S. patent held by any third party, and (iii) owns and/or has the right to use all materials contained on the Web Site or Pages(other than the Advertising), including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materials, and (iv) has secured the requisite permission to use any person's name, voice, likeness and performance as embodied in such materials, or any other element contained in said material. In furtherance of the foregoing, Company agrees to indemnify and hold DoubleClick and the Advertisers harmless from and against any and all claims, actions, losses, damages, liability, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the breach of any representation, warranty or agreement made by Company hereunder and/or (ii) the Web Site or Pages, including, without limitation, claims for infringement DoubleClick's use of copyright or other intellectual property rights and violation of rights of privacy or publicitythe Targeted Inventory. DoubleClick shall promptly notify Company of all claims and proceedings related thereto of which DoubleClick becomes aware. DoubleClick warrants and represents at all times that DoubleClick (i) has the right and full power and authority to enter into this Agreement, to grant the rights herein granted and fully to perform its obligations hereunder, and (ii) owns the Service and that such Service will not infringe upon or conflict with the copyright copyright, trademark, trade secret or issued U.S. patent held by any third party. In furtherance of the foregoing, DoubleClick shall indemnify, defend and hold Company harmless from and against any and all claims, actions, losses, damages. , liabilities, costs and expenses (including reasonable attorneys' fees) resulting from or arising out of or in connection with any (i) the breach of any representation, warranty or agreement made by DoubleClick hereunder and/or (ii) the foregoing representations and warrantiesService. Company shall promptly notify DoubleClick of all claims and proceedings related thereto of which Company becomes aware. DoubleClick will include in its standard insertion order which it provides to Advertisers a provision requiring such Advertisers to agree to indemnify DoubleClick and Company with respect to any Advertising delivered to the Web Site. In the event a claim or action is brought against Company with respect to Advertising placed on the Web Site through the Service, then DoubleClick shall, upon Company's prior written request, assign to Company the right to pursue any applicable remedies and causes of action which DoubleClick has against such Advertiser. DoubleClick also agrees to indemnify, defend and hold Company harmless from any Claims with respect to Advertising delivered to the Web Site, provided said Claims arise out of or in connection with DoubleClick's failure to obtain from an Advertiser an agreement requiring said Advertiser to indemnify and hold Company harmless from and against any Claims arising out of such Advertising.