Common use of Warranties and Indemnity Clause in Contracts

Warranties and Indemnity. 9.1 Energy Action warrants that: (a) it will provide the Services with due care and skill using that standard of diligence that would reasonably be expected from a prudent and experienced provider of services which are similar to the Services in Australia; and (b) the provision of the Services by Energy Action, and the use and taking the benefit of the Services by the Client, will not infringe the Intellectual Property Rights of any third party. 9.2 The Client warrants to the best of the Client’s knowledge that any materials and information provided by the Client or on the Client’s behalf to Energy Action for the purposes of providing the Services: (a) are true, complete and current; (b) do not infringe the rights of any third party; (c) are able to be legally provided to Energy Action and its disclosure does not breach any law or any obligation (whether of confidence or otherwise) owed to any person; and (d) the Client has all necessary right, power and authority to enter into this Agreement and to perform the acts required of the Client under this Agreement. 9.3 The Client represents and warrants to Energy Action that: (a) the Client has all necessary rights and permissions to supply, and licence the use of, Data to Energy Action; and (b) no Data, nor any use of Data, will infringe or result in any authorised use of the rights (including intellectual property rights) of any person. 9.4 Apart from any guarantee implied by law which may not be excluded, restricted or modified, and any express representation or warranty in this Agreement, Energy Action makes no representations or warranties in relation to the Services provided under this Agreement and, to the full extent permitted by law, excludes any condition or warranty implied into this Agreement by law. 9.5 The Client indemnifies and keeps indemnified Energy Action and its officers, employees, agents, subsidiaries and affiliates against all claims (including third party claims), demands, damages, costs (including legal costs), penalties or suits arising out of or consequential upon the Client’s use of the Services (including the use of the Service by the Client’s employees, agents and contractors) and any breach of any warranty or other term of this Agreement or the Client’s arrangements (whether contractual or otherwise) with the Data Provider or the Retailer of Choice except to the extent that Energy Action has contributed to any loss, damages or claims.

Warranties and Indemnity. 9.1 Energy Action 9.1. Each party warrants thatto the other that it has full power and authority to enter into and perform its obligations under this Agreement. 9.2. The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this Agreement do not infringe the copyright or any other intellectual property rights of any third party and shall indemnify and hold the Licensee harmless from and against any direct loss (including reasonable and properly incurred legal and professional fees) arising out of any legal action taken against the Licensee by a third party claiming such infringement. This indemnity shall not apply if the Licensee has used the Licensed Materials in any way not expressly permitted by this Agreement. 9.3. The indemnity in clause 9.2 shall only apply to the extent that the Licensee: (a) it will provide promptly notifies the Services with due care and skill using that standard Publisher in writing of diligence that would reasonably be expected from a prudent and experienced provider of services which are similar any claim or suit relevant to the Services in Australia; and (b) the provision of the Services by Energy Action, and the use and taking the benefit of the Services by the Client, will not infringe the Intellectual Property Rights of any third party. 9.2 The Client warrants to the best of the Client’s knowledge that any materials and information provided by the Client or on the Client’s behalf to Energy Action for the purposes of providing the Services: (a) are true, complete and currentindemnity; (b) do not infringe where so required, allows the rights Publisher control over such negotiations or litigation and/or the defence or settlement of any third partysuch claim or suit; (c) are able makes no representations, admissions, agreement or settlements in relation to be legally provided to Energy Action and its disclosure does not breach any law such claim or any obligation (whether of confidence or otherwise) owed to any personsuit without the Publisher’s prior written consent; and (d) gives the Client has Publisher all necessary rightinformation and assistance it may reasonably require. 9.4. The Publisher shall not be liable to the Licensee or to any other person, power and authority including but not limited to enter into Authorised Users, for any special, exemplary, indirect or consequential loss, costs, damages, charges or other expenses of any kind (including loss of profits or revenues, loss of business, depletion of goodwill, loss of anticipated savings, loss of contract or business interruption) arising under or in connection with this Agreement and to perform the acts required Agreement, in particular arising out of the Client under this Agreement. 9.3 The Client represents and warrants inability to Energy Action that: (a) the Client has all necessary rights and permissions to supplyuse, and licence or the use of, Data the Licensed Materials. 9.5. Subject to Energy Action(i) clause 9.6; and and (bii) no Data, nor any use of Data, will infringe or result in any authorised use respect of the rights (including intellectual property rightsPublisher’s indemnity under clause 9.2 for which aggregate liability shall be limited to £3 million; the Publisher’s aggregate liability for all claims, losses or damages arising under or in connection with this Agreement or any other agreement between the parties shall be limited to an amount equivalent to the Fee(s) received by the Publisher from the Licensee in respect of any personthe calendar year during which such claim, loss or damage occurred. 9.4 Apart from any guarantee implied 9.6. No party limits its liability for death or personal injury caused by law which may not be excluded, restricted its own negligence (or modified, and any express representation the negligence of its employees or warranty agents) or for fraud. 9.7. Except as expressly provided in this Agreement, Energy Action makes no all representations or warranties in relation of any kind, express or implied, including but not limited to the Services provided under this Agreement andaccuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose are to the full fullest extent permitted by law, excludes any condition or warranty implied into law excluded from this Agreement by lawand accordingly the Licensed Materials are supplied “as is”. 9.5 The Client indemnifies and keeps indemnified Energy Action and its officers, employees, agents, subsidiaries and affiliates against all claims (including third party claims), demands, damages, costs (including legal costs), penalties or suits arising out of or consequential upon the Client’s use of the Services (including the use of the Service by the Client’s employees, agents and contractors) and any breach of any warranty or other term of this Agreement or the Client’s arrangements (whether contractual or otherwise) with the Data Provider or the Retailer of Choice except to the extent that Energy Action has contributed to any loss, damages or claims.

Warranties and Indemnity. 9.1 Energy Action 3.1. The Author hereby represents and warrants that: (a) it will provide the Services with due care and skill using that standard of diligence that would reasonably be expected from a prudent and experienced provider of services which are similar to the Services in Australia; and (b) the provision favour of the Services by Energy Action, Producer that the Author is the sole and the use unencumbered creator and taking the benefit owner of the Services by said Works; that the Client, will not infringe Works assigned here- under are original and nothing therein infringes the Intellectual Property Rights copyright or any other right of any third party. The said Works do not contain any defamatory, obscene or scandalous matter or any matter capable of hurting the religious or other feeling of any person of creating conflict be- tween different social groups, or other unlawful material and are not unlawful in any way. The Author further warrants that there are no claims, conflicts, impediments, liens, actions or proceedings etc. pending and there are no threatened proceedings effecting the copyright in the said Works in any manner. 9.2 3.2. The Client warrants to Author shall indemnify and shall keep the best Producer and any of its affiliates, successors, legal heirs, licensees, assigns, agents, representatives, and affiliates indemnified, from and against any and all claims, demands, and proceedings arising out of any breach (including alleged breach) or non-performance of any of the Client’s terms and warranties mentioned in this Agreement. It is clarified that in case the Producer or its assignee/licensee(s) modifies or amends the Works in any manner without the knowledge that of the Author, the Author shall not assume any materials liability in respect of any such modification or amendment. The Author shall submit the final version of his lyrical Work or Works, duly signed by him and information provided the Producer shall acknowledge the same for the records. 3.3. The Producer agrees to indemnify the Author for all losses or damages actually incurred by the Client Author on account of any claims, demands and proceedings arising out of any mis- use of the said Works by the Producer by reason of any illegal alteration or on translation of the Client’s behalf to Energy Action for said Works by the purposes of providing the Services: (a) are true, complete and current; (b) do not infringe the rights Producer that may result in violation of any third party;party rights. It is clarified that the Author’s right and remedies available under law shall remain open at all times. (c) 3.4. The Author confirms that the rights granted in the Works are able to be legally provided to Energy Action free from any encumbrances or claims whatsoever and its disclosure does are not breach in conflict with any law or any obligation (whether of confidence or otherwise) owed rights, interests granted to any person; and (d) applicable copyright society of which the Client has all necessary right, power Author is a member and authority to enter into that this Agreement and to perform the acts required is not in violation of Section 19(8) of the Client under this Agreement. 9.3 Copyright Act. The Client represents and warrants Author undertakes to Energy Action that: (a) the Client has all necessary rights and permissions to supply, and licence the use of, Data to Energy Action; and (b) no Data, nor any use of Data, will infringe or result in any authorised use of the rights (including intellectual property rights) of any person. 9.4 Apart from any guarantee implied by law which may not be excluded, restricted or modified, and any express representation or warranty in this Agreement, Energy Action makes no representations or warranties in relation provide to the Services provided under this Agreement andCompany such NOCs, to the full extent permitted by law, excludes any condition or warranty implied into this Agreement by law. 9.5 The Client indemnifies and keeps indemnified Energy Action and its officers, employees, agents, subsidiaries and affiliates against all claims (including third party claims), demands, damages, costs (including legal costs), penalties or suits arising out of or consequential upon the Client’s use of the Services (including the use of the Service other documents as may be required by the Client’s employees, agents and contractors) and any breach of any warranty or other term of this Agreement or Company to perfect its title in the Client’s arrangements (whether contractual or otherwise) with the Data Provider or the Retailer of Choice except to the extent that Energy Action has contributed to any loss, damages or claimssaid Works.

Warranties and Indemnity. 9.1 Energy Action 5.1 The Client represents and warrants thatto the Company as follows: (a) it will provide the Services Client has the power to enter into, exercise its rights, and perform and comply with due care and skill using that standard of diligence that would reasonably be expected from a prudent and experienced provider of services which are similar to the Services in Australia; andits obligations under this Agreement; (b) the provision of the Services by Energy Action, and the use and taking the benefit of the Services by the Client, will not infringe the Intellectual Property Rights of any third party. 9.2 The Client warrants to the best performance of the Client’s knowledge that obligations under this Agreement does not and will not contravene or constitute a default under any materials and information provided provision contained in any contract, deed or licence by the Client which it is bound or on affected or to which it is a party; (c) the Client’s behalf obligations under this Agreement are valid, binding and enforceable in accordance with their terms; (d) the Client warrants that there are no current, pending or threatened litigation, arbitration or administrative proceedings, so far as the Client is aware that may: (i) restrain the entry into, exercise of its rights, or the performance or enforcement of or compliance with its obligations under this Agreement; or (ii) have a material adverse effect on any such obligation. 5.2 The Client further agrees, represents and warrants to Energy Action for the purposes of providing the ServicesCompany as follows: (a) are true, complete and currentthe Client Content is the sole responsibility of the Client; (b) do the Client owns all rights, title and interest in all Client Content and has obtained all licences, permissions and releases necessary in all Third Party Materials to permit the use of the Client Content and Third Party Materials in the provision of the Services and Deliverables; (c) the Client has complied and will comply with the terms and conditions of all licences, permissions and releases in respect of all Client Content and Third Party Materials; (d) the use by the Company of the Client Content and Third Party Materials will not infringe the intellectual property rights or any other rights of any third party; (ce) are able the Company shall have no liability for any loss of or damage to be legally any Client Content or other material provided to Energy Action and its disclosure the Company by the Client. In the event that the Client does not breach any law retrieve from the Company its Client Content or any obligation other material provided to the Company within three (whether 3) months from the date of confidence the delivery of the Final Deliverables, the Company shall be entitled to destroy and discard all such Client Content or otherwise) owed to any personother material; and (df) the Client has all necessary right, power shall ensure compliance of Client Content and authority to enter into this Agreement and to perform the acts required of the Client under this Agreement. 9.3 The Client represents and warrants to Energy Action that: (a) the Client has all necessary rights and permissions to supply, and licence the use of, Data to Energy Action; and (b) no Data, nor any use of Data, will infringe or result in any authorised use of the rights (including intellectual property rights) of any person. 9.4 Apart from any guarantee implied by law which may not be excluded, restricted or modified, and any express representation or warranty in this Agreement, Energy Action makes no representations or warranties in relation to the Services provided under this Agreement and, to the full extent permitted by law, excludes any condition or warranty implied into this Agreement by law. 9.5 The Client indemnifies and keeps indemnified Energy Action and its officers, employees, agents, subsidiaries and affiliates against all claims (including third party claims), demands, damages, costs (including legal costs), penalties or suits arising out of or consequential upon the Client’s use of the Services and the Deliverables with all applicable laws and local and administrative rules. 5.3 The Client agrees and undertakes to indemnify the Company against any action, claim, demand, expense, loss, damage, costs, legal fees (including on a full indemnity solicitor-client basis) asserted against or incurred by the use Company whatsoever or howsoever arising from or as a result of the Service any breach of these terms, conditions, representations or warranties by the Client’s employees, agents and contractorsor any act or omission by the Client (including without limitation any delays caused by the Client) and any in connection with this Agreement, including without limitation third party claims for breach of contract, defamation or the infringement of any warranty copyright or other term intellectual property rights. Further, the Client shall be responsible for all expense and costs including without limitation legal fees (on a full indemnity solicitor- client basis) incurred by the Company in connection with any claim, suit or other cause of action that must be commenced by the Company against the Client in the event the Client fails to adhere to the provisions of this Agreement or the Client’s arrangements (whether contractual or otherwise) with the Data Provider or the Retailer of Choice except to the extent that Energy Action has contributed to any loss, damages or claimsClause 6.3.

Warranties and Indemnity. 9.1 Energy Action warrants that: (a) it 8.1. AppColony and the Client represent and warrant that each party will provide have at all times full power to enter into and fully perform the Services with due care under this Agreement and skill using that standard of diligence that would reasonably be expected from a prudent the unrestricted right and experienced provider of services which are similar authority to make the assignments and grant the rights to the Services in Australia; and (b) the provision other party required by this Agreement and that its performance of the Services by Energy Action, and the use and taking the benefit of the Services by the Client, will not in anyway infringe the Intellectual Property Rights of upon or violate any third party. 9.2 The Client warrants to the best of the Client’s knowledge that any materials and information provided by the Client or on the Client’s behalf to Energy Action for the purposes of providing the Services: (a) are true, complete and current; (b) do not infringe the rights of any third party; (c) are able to be legally provided to Energy Action , including without limitation, any intellectual property rights, including without limitation, rights of patent, trade secret, trade-xxxx, copyright or industrial design. AppColony and its disclosure does not breach any law or any obligation (whether of confidence or otherwise) owed to any person; and (d) the Client has all necessary right, power and authority to enter into represent that their execution of this Agreement and the compliance by both parties with provisions hereof will not conflict or result in a breach of or default under any other agreement to which AppColony and the Client are a party or by which they are bound. 8.2. AppColony represents and warrants that it has the skills expertise, experience and ability in the fields to which the Services relate and related disciplines necessary to perform the acts required Services and that all Services will be performed in a competent, diligent, professional and careful manner and will meet or exceed the standards for such Services which would be generally accepted in AppColony’s industry. 8.3. AppColony warrants that the Deliverables and/or Services provided pursuant to each Statement of Work will substantially conform to the specifications agreed to between the Client under this Agreementand AppColony in such Statement of Work. 9.3 The Client represents and warrants to Energy Action that: 8.4. AppColony (a) the Client has all necessary rights and permissions to supply, and licence the use of, Data to Energy Action; and (b) no Data, nor any use of Data, will infringe or result in any authorised use of the rights (including intellectual property rights) of any person. 9.4 Apart from any guarantee implied by law which may not be excluded, restricted or modified, and any express representation or warranty in this Agreementcontext, Energy Action makes no representations or warranties in relation to the Services provided under this Agreement and“Indemnifying Party”) will indemnify and hold harmless the Client, to the full extent permitted by lawits Affiliates and their respective directors, excludes any condition or warranty implied into this Agreement by law. 9.5 The Client indemnifies and keeps indemnified Energy Action and its officers, employees, agentsrepresentatives and agents (collectively, subsidiaries and affiliates against all claims (including third party claimsin this context, the “Indemnified Parties”), demandsfrom and against any and all Claims brought or made against, damagesor injured by, costs (including legal costs)the Indemnified Parties, penalties or suits any one of them, arising out of or consequential upon in connection with (a) any negligent act or omission or wrongful conduct by AppColony, its Affiliates or their respective directors, officers, employees, representatives or agents (collectively, in this Part, the “AppColony Entities”), (b) any contravention by AppColony of any applicable law, (c) any breach by any of the AppColony Entities of the obligations hereunder with respect to the Confidential Information or Intellectual Property Rights of the Client, or (d) any Claim that AppColony’s technology infringes on any third party’s intellectual property rights. 8.5. The Client (in this context, the “Indemnifying Party”) will indemnify and hold harmless AppColony, its Affiliates and their respective directors, officers, employees, representatives and agents (collectively, in this context, the “Indemnified Parties”), from and against any and all Claims brought or made against, or incurred by, the Indemnified Parties, or any one of them, arising out of or in connection with (a) any grossly negligent act or commission or wrongful conduct by the Client, its Affiliates or their respective directors, officers, employees representatives or agents (collectively, in this Part, the “Clients Entitities”), (b) any contravention by the Client of any applicable law, (c) any breach by the Client of the obligations hereunder with respect to the confidential information or intellectual property rights of AppColony, or (d) any claim that the Client’s use brand elements or technology infringe on any third party’s intellectual property rights. 8.6. Each Party acknowledges that the Indemnifying Party will be given complete authority for the defense or settlement of Claims indemnified hereunder at its own expense, on the Services understanding that, in all events, the Indemnified Parties will have the right (including at its own expense) to participate in such defense or compromise through counsel of its choosing. 8.6.1. the use Indemnified Party notifying the Indemnifying Party as soon as reasonably practicable after receiving notice of a Claim but in any event within ten (10) days of such notice; 8.6.2. the Service Indemnified Party providing such information and assistance as reasonably requested by the ClientIndemnifying Party; and 8.6.3. the Indemnified Party not compromising or settling the Claim without the Indemnifying Party’s employeesprior written consent, agents and contractors) and any breach of any warranty such consent not to be unreasonably withheld, conditioned or other term of this Agreement or the Client’s arrangements (whether contractual or otherwise) with the Data Provider or the Retailer of Choice except to the extent that Energy Action has contributed to any loss, damages or claimsdelayed.

Warranties and Indemnity. 9.1 Energy Action warrants 6.1. Each Party warrants, represents and undertakes that: (a) it will provide the Services with due care and skill using that standard of diligence that would reasonably be expected from 0.0.0. xx is a prudent and experienced provider of services which are similar duly incorporated company pursuant to the Services in Australialaws of England and Wales; and (b) 0.0.0. xx has the provision of the Services by Energy Action, and the use and taking the benefit of the Services by the Client, will not infringe the Intellectual Property Rights of any third party. 9.2 The Client warrants to the best of the Client’s knowledge that any materials and information provided by the Client or on the Client’s behalf to Energy Action for the purposes of providing the Services: (a) are true, complete and current; (b) do not infringe the rights of any third party; (c) are able to be legally provided to Energy Action and its disclosure does not breach any law or any obligation (whether of confidence or otherwise) owed to any person; and (d) the Client has all necessary right, power and authority to enter into this Agreement and to perform fulfil its obligations hereunder. 6.2. The Licensor warrants, represents and undertakes that: 0.0.0. xx has full power, rights and authority to make the acts required grant of rights contained herein; 0.0.0. xx has obtained all necessary consents, grants, clearances, rights and waivers (including any waivers of moral rights) to enable ITV to exploit the Commercial Rights as contemplated by this Agreement free from any liens, claims and encumbrances and the use of the Client Licensed Property and such exploitation of the Commercial Rights shall not infringe the rights of any third party (including any Intellectual Property Rights); 6.2.3. the Licensed Property shall be fully cleared for exploitation in accordance with this Agreement, without further payment other than the Fee; 0.0.0. xx will promptly take such action and provide ITV with such assistance and information as ITV may reasonably require from time to time for the purposes of exercising its rights and perform its obligations under this Agreement; 0.0.0. xx claim or litigation is pending or threatened in respect of the Licensed Property or the Commercial Rights; 0.0.0. xx has put in place and shall maintain throughout the term of this Agreement all processes, procedures and compliance systems reasonably necessary to ensure that Modern Slavery and/or Bribery and/or Tax Evasion does not occur within Licensor’s business or down its supply chain; 0.0.0. xx shall and shall procure that all persons associated with it shall: (1) comply with all Relevant Laws in performing any services due under this Agreement; (2) not engage in any activity, practice or conduct which would constitute Bribery and/or Modern Slavery and/or Tax Evasion; (3) immediately notify ITV (in writing) if the Licensor or any persons associated with it who perform or have performed services on behalf of the Licensor in relation to this Agreement is investigated by any law enforcement agency or customer in relation to Bribery and/or Modern Slavery and/or Tax Evasion; (4) immediately notify ITV (in writing) if Bribery and/or Modern Slavery and/or Tax Evasion has occurred, or the Licensor has reasonable cause to believe any have occurred, in the Licensor’s business or within the Licensor’s supply chain; and (5) not do, or omit to do, any act that will cause or lead ITV to be in breach of Relevant Laws. A breach of any part or all of this clause 6.2.7 shall be a material breach that is incapable of remedy for the purposes of clause 9 (Termination); and 0.0.0. xx shall ensure that any person associated with the Licensor who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Licensor in clause 6.2 (Relevant Terms). The Licensor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to ITV for any breach by such persons of any of the Relevant Terms. 6.3. The Licensor shall indemnify and keep indemnified each ITV Indemnified Party from and against any and all Claims arising from any breach by the Licensor of the warranties given by the Licensor under this Agreement. 9.3 6.4. The Client represents and warrants Licensor will not at any time do or say anything which is or may be considered by ITV (acting reasonably) to Energy Action that: (a) be detrimental or prejudicial to or to affect adversely the Client has all necessary rights and permissions to supplyname, and licence the use ofimage, Data to Energy Action; and (b) no Datareputation or business of ITV, nor any use of Data, will infringe or result in any authorised use member of the rights (including intellectual property rights) of ITV Group or the Commercial Client or otherwise to bring ITV, any person. 9.4 Apart from any guarantee implied by law which may not be excluded, restricted or modified, and any express representation or warranty in this Agreement, Energy Action makes no representations or warranties in relation to the Services provided under this Agreement and, to the full extent permitted by law, excludes any condition or warranty implied into this Agreement by law. 9.5 The Client indemnifies and keeps indemnified Energy Action and its officers, employees, agents, subsidiaries and affiliates against all claims (including third party claims), demands, damages, costs (including legal costs), penalties or suits arising out of or consequential upon the Client’s use member of the Services (including the use of the Service by the Client’s employees, agents and contractors) and any breach of any warranty or other term of this Agreement ITV Group or the Client’s arrangements (whether contractual or otherwise) with the Data Provider or the Retailer of Choice except to the extent that Energy Action has contributed to any loss, damages or claimsCommercial Client into disrepute.