Common use of WARRANTIES & REPRESENTATIONS Clause in Contracts

WARRANTIES & REPRESENTATIONS. and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. Licensor warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall 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. The Supplier represents, warrants and Indemnification Licensee hereby agrees undertakes that Licensor has not made any guarantees or promises that Goods and Services comply with applicable laws and regulations of the Beat fits the particular creative use or musical purpose intended or desired by the Licenseecountry/ies of origin and destination, including those relating to manufacture, labelling, transportation, importation, exportation and licensing. The BeatSupplier warrants and undertakes that they will observe all health and safety rules and regulations and any other security requirements that apply at any place where the Goods or Services are delivered. The Supplier represents, its sound recordingwarrants and undertakes that they: will accept this Agreement and operate their business in compliance with all applicable laws and regulations, have read and will comply with the underlying musical composition embodied therein, are licensed Ethical Standards for EIT Manufacturing Agreementual Counterparties available upon request will not take any action that will cause EIT Manufacturing to the Licensee “as is” without warranties be in breach of any kind applicable laws or fitness its own policies available upon request including those for a particular purpose. Licensor warrants the prevention of fraud, bribery and represents corruption, racketeering, money laundering or terrorism and in relation to conflicts of interests and gifts, have taken reasonable steps to ensure that he has there is no modern slavery or human trafficking in their supply chain or in any other part of their business and have implemented due diligence procedures to that effect, have not nor have nor any of their officers, employees or other persons associated with the full right Supplier: been convicted of any offence involving slavery and ability to enter into this agreement, and is not under any disability, restrictionhuman trafficking, or prohibition been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with respect to the grant of rights hereunder. Licensor warrants that the manufactureslavery and human trafficking, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon offer, pay, request or violate accept any common law bribe, inducement, kickback or statutory right of any personfacilitation payment, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slandermake or cause another to make any offer or payment to any individual or entity for the purpose of influencing a decision for the benefit of EIT Manufacturing, and will ensure that they and their affiliated companies, suppliers and subcontractors performing Services with EIT Manufacturing operate their business in compliance with all applicable laws and in a manner consistent with the principles above. Licensee The Supplier represents, warrants and undertakes that it is not on any applicable official national or international sanctioned party lists and that performance of this Agreement will not violate applicable embargo regulations. EIT Manufacturing has the right to conduct screening checks of the Supplier, including verification of the Supplier’s identity, including full name, country location and address, against official national and international sanctioned party lists and embargo regulations. If the screening indicates that the manufactureSupplier is an international sanctioned party or is in violation of embargo regulations, saleEIT Manufacturing may immediately terminate this Agreement for material breach as below. Confidential Information means any information relating to a party’s services, distributionoperations, plans or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any personintentions, firmservice information, or corporation; including, without limitation, contractual design rights, copyrightstrade secrets, market opportunities and rights business affairs or those of privacy its clients or affiliates, whether or not marked or indicated as confidential and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added howsoever disclosed to the New Song by Licenseereceiving party, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not “sample” (as long as that term information is commonly understood not in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation public domain (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve except where in the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred public domain by reason of any a breach or claim of breach by the receiving party), except where the receiving party receives it independently of the warranties disclosing party either from a third party or where it was in the receiving party’s possession prior to the date of the Agreement. Each party agrees that it will only use the Confidential Information for the purposes of delivering or receiving the Goods or Services and representations hereunder by will exercise no lesser security measures and degree of care in relation to the defaulting party, their agents, heirs, successors, assigns and Confidential Information than it would apply to its own Confidential Information. Each party agrees not at any time during the term of these Conditions nor for 5 years after termination of the Agreement to disclose Confidential Information except to its employees, which have been reduced to final judgment; provided that prior to final judgmentofficers, arising out third party funders, representatives, subcontractors or agents (who it shall ensure are bound by obligations of any breach of any representations confidentiality on terms no less onerous than those under the Agreement), or warranties of the defaulting party contained in this agreement or any failure as required by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreementlaw.

WARRANTIES & REPRESENTATIONS. 11.1 Seller warrants to Buyer that (a) the Scope of Work will be performed in a first class, workmanlike manner; (b) the Components furnished by Seller will be free from defects in design, material and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises workmanship and will conform to and perform in accordance with the Scope of Work and Agreed Specifications; (c) 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 Seller has the full right to manufacture and ability to enter into this agreement, and is not under any disability, restriction, sell the Attractions for operation by Buyer as intended without violating or prohibition with respect to infringing upon the grant of intellectual property rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person; and (d) all Components furnished by Seller will perform properly for one (1) year from the date that the Certificate of Acceptance is signed by Xxxxx. 11.2 The warranties set out in Section 11.1 do not apply to defects or damage which are caused by non-conforming: incorrect operations; improper maintenance; incorrect repair by the Buyer; damages caused by passengers (except ordinary wear and tear); or defects due to alterations carried out without the Seller’s written consent. 11.3 Buyer shall give notice to Seller of any claim for breach of the warranties in this Section 11, firmincluding the facts relating to such breach and the steps to be taken to cure. Buyer shall provide written notice to Seller regarding any work or materials not meeting Seller’s warranties in Section 11.1. Within a reasonable timeframe after receipt of such notice within the warranty period set out in Section 11.1, and determination the claim qualifies as a breach of warranty, such work or materials will be re-performed, repaired, or corporation; includingreplaced as determined by Seller at no cost to Buyer. All labor related costs for removal, without limitation, contractual rights, copyrights, shipping and right(sreinstallation of warranted item(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licenseethe Seller. 11.4 During the Warranty periods, Seller shall have two (2) calendar days within which to respond to Xxxxx’s notice. Knowledge Within five (5) calendar days of receipt of notice, Seller shall commence or initiate reasonable steps to commence the actions requested by Licensee Buyer per Section 11.3 or to provide Buyer with notice that “samples” were used Seller disputes Xxxxx’s claim. After the Warranty period, Seller shall have seven (7) calendar days within which to respond to Xxxxx’s notice by Licensor which were providing a proposal with a cost and schedule estimate to complete the actions requested by Buyer per Section 11.3 or to provide Buyer with notice that Seller disputes Xxxxx’s claim. All such disputes shall be handled in accordance with Section 14. Seller shall not affirmatively disclosed by Licensor be obligated to Licensee shall shift, complete any proposed repair after the Warranty period unless both parties agree to the proposed cost and schedule estimate in whole or in partwriting. Seller Buyer 11.5 If the Seller fails to timely respond to Xxxxx’s notice, the liability for infringement Buyer may but shall not be required to undertake necessary repairs at Seller’s expense. 11.6 If any materials or violation Components furnished by Seller are subject to any manufacturer’s warranties and such warranties are assignable, Seller agrees to assign such warranties to Buyer. Prior to delivery of the rights Certificate of any third party arising from Acceptance, Seller shall deliver to Buyer copies of all warranties on materials or Components furnished by manufacturers to the use Seller and/or its subcontractors. Seller shall bind said copies of any such “sample” from Licensor the warranties together in a single volume, grouped by trade and properly indexed. 11.7 EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE ATTRACTIONS, ANY COMPONENT OR ANY OTHER ITEM FURNISHED UNDER THIS AGREEMENT AND SELLER DISCLAIMS, AND EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, BUYER WAIVES AND RELEASES ALL RIGHTS AND REMEDIES OF BUYER UNDER, ALL WARRANTIES AND OBLIGATIONS OF SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE ATTRACTION, ANY COMPONENT OR ANY OTHER ITEMS DELIVERED BY OR ON BEHALF OF SELLER UNDER THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. 11.8 EXCEPT TO THE EXTENT ARISING OUT OF ANY VIOLATION OF SECTION 12, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR ANY LOSS OF REVENUE, PROFIT OR SAVINGS ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE USE OF, INABILITY TO USE, OR RESULTS OF USE OF ANY COMPONENTS OR THE ATTRACTIONS. 11.9 Seller represents and warrants that it is a limited liability company duly organized and validly existing under the laws of the State of Florida and has all requisite corporate power and authority to Licenseecarry on its business as now conducted and as proposed to be conducted herein. 11.10 Buyer represents and warrants that it is a commercial company organized and existing under the laws of the Dominican Republic and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted herein. 11.11 Buyer represents and warrants that through its entering into this Agreement with Seller, Buyer shall assume and agree to perform all existing and future obligations under the Contract. Parties hereto shall indemnify and hold each other harmless from Xxxxx also assumes any and all third liabilities of, and all claims against, if any, Katmandu has under the Contract as if the Buyer were the original party to the Contract. 11.12 Buyer further represents and warrants that it expressly agrees to indemnify, defend and hold harmless the Seller from and against any and all claims, liabilitiesdemands, damages, penalties, liens, attachments, debts, costs, lossesexpenses or other liabilities of any character whatsoever, damages arising out of or expenses resulting from any breach of the Contract by Katmandu prior to the execution of this Agreement. 11.13 Through its entering this Agreement, the Buyer ratifies all previous actions taken by Katmandu under the Contract, with the same force and effect as are actually if the action had been taken by Xxxxx. 11.14 The Buyer guarantees payment of all liabilities and the performance of all obligations incurred by Katmandu under the non-defaulting party Contract that Buyer assumes under this Agreement, as may be amended from time to time, as of the Entry Date. 11.15 The Parties agree that this Agreement, as amended, shall supersede and replace in its entirety the Contract and upon entering this Agreement, the Contract shall hold be deemed null and void and of no further force or effect whatsoever following as of the non-defaulting partyEntry Date of this Agreement. 11.16 Seller, free, safeon behalf of itself and its affiliates, and harmless against all other parties acting on their behalf or claiming under them, (a) irrevocably and unconditionally releases, acquits, exonerates and forever discharges Katmandu from any and all claims, suitsdemands, demandsassertions, allegations, causes of action, controversies, proceedings, losses, damages, injuries, reasonable attorneys’ fees, costs, expenses, debts, liabilities, lossjudgments or remedies, damagesin each case of any kind or nature whatsoever (collectively, judgments“Claims”) that any one or more of Seller and its affiliates have or may have against Katmandu related to or arising under the Contract, recoveries(b) covenants not to commence or prosecute, costsor aid in commencing or prosecuting, any Claims against Katmandu, and expenses; (includingc) if any such Claim is brought against Katmandu, without limitationwill indemnify, reasonable attorneys' fees)defend and hold harmless any such party from and against any such Claim and any such party may plead or assert this release as a complete defense and bar to any such Claim. Seller Buyer 11.17 Seller further represents and warrants that as of the Entry Date: (a) except as stated on Appendix C, which may be made all monies due and owing under the Contract by Katmandu have been paid in full, (b) any and all obligations of Katmandu pursuant to the provisions of the Contract have been performed, (c) no event of default exists under the Contract, nor do any state of facts exist that either with the giving of notice or brought, paidpassage of time, or incurred both, would constitute a default, (d) the Contract was in full force and effect until terminated by reason mutual consent of any breach or claim of breach of Katmandu and Seller on the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreementEntry Date.

WARRANTIES & REPRESENTATIONS. and Indemnification andIndemnification a. Licensee hereby agrees that herebyagreesthat Licensor has not made any hasnotmadeany guarantees or promises that the orpromises thatthe Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. . b. Licensor warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song oftheNewSong hereunder will not infringe upon or notinfringe uponor violate any common law or anycommon lawor statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the ,Licensorundertakesnoresponsibility whatsoeverastoanyelements addedtothe New Song by Songby Licensee, and Licensee indemnifies and holds Licensor harmless andholds Licensorharmless for any such elements. Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter hereafter referred to as “Owner”) without first having notified Licensee. Licensee shall have shallhave no obligation to approve the use of any sample thereoftoapprove theuseof anysamplethereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Licensor to Licensee. . c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or whichmaybemadeor brought, paid, or incurred by reason of any breach or claim of breach orincurredbyreasonof anybreachorclaimofbreach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of thatpriortofinaljudgment,arisingoutofanybreachofanyrepresentationsorwarrantiesof 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 defaultingpartyprompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole allclaims andtherighttoparticipate inthedefense withcounselof itschoiceat itssole expense. In no event shall Licensee be entitled to seek .Innoevent shallLicenseebeentitledtoseek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

WARRANTIES & REPRESENTATIONS. and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. Licensor warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement42.

WARRANTIES & REPRESENTATIONS. The Supplier represents, warrants and Indemnification Licensee hereby agrees undertakes that Licensor has not made any guarantees or promises that Goods and Services comply with applicable laws and regulations of the Beat fits the particular creative use or musical purpose intended or desired by the Licenseecountry/ies of origin and destination, including those relating to manufacture, labelling, transportation, importation, exportation and licensing. The BeatSupplier warrants and undertakes that they will observe all health and safety rules and regulations and any other security requirements that apply at any place where the Goods or Services are delivered. The Supplier represents, its sound recordingwarrants and undertakes that they: • will accept this Agreement and operate their business in compliance with all applicable laws and regulations, have read and will comply with the underlying musical composition embodied therein, are licensed Ethical Standards for EIT Manufacturing Agreementual Counterparties available upon request • will not take any action that will cause EIT Manufacturing to the Licensee “as is” without warranties be in breach of any kind applicable laws or fitness its own policies available upon request including those for a particular purpose. Licensor warrants the prevention of fraud, bribery and represents corruption, racketeering, money laundering or terrorism and in relation to conflicts of interests and gifts, • have taken reasonable steps to ensure that he has there is no modern slavery or human trafficking in their supply chain or in any other part of their business and have implemented due diligence procedures to that effect, • have not nor have nor any of their officers, employees or other persons associated with the full right Supplier: o been convicted of any offence involving slavery and ability to enter into this agreement, and is not under any disability, restrictionhuman trafficking, or prohibition o been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with respect to the grant of rights hereunder. Licensor warrants that the manufactureslavery and human trafficking, sale, distribution, or other exploitation of the New Song hereunder • will not infringe upon offer, pay, request or violate accept any common law bribe, inducement, kickback or statutory right of any personfacilitation payment, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slandermake or cause another to make any offer or payment to any individual or entity for the purpose of influencing a decision for the benefit of EIT Manufacturing, and • will ensure that they and their affiliated companies, suppliers and subcontractors performing Services with EIT Manufacturing operate their business in compliance with all applicable laws and in a manner consistent with the principles above. Licensee The Supplier represents, warrants and undertakes that the manufacture, sale, distribution, it is not on any applicable official national or other exploitation international sanctioned party lists and that performance of the New Song hereunder this Agreement will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slanderapplicable embargo regulations. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party EIT Manufacturing has given the defaulting party prompt written notice of all claims and the right to participate conduct screening checks of the Supplier, including verification of the Supplier’s identity, including full name, country location and address, against official national and international sanctioned party lists and embargo regulations. If the screening indicates that the Supplier is an international sanctioned party or is in the defense with counsel violation of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief embargo regulations, EIT Manufacturing may immediately terminate this Agreement for any material breach or non-compliance with any provision of this agreementas below.

WARRANTIES & REPRESENTATIONS. and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. Licensor warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used --- ----- by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.