Common use of WARRANTIES & REPRESENTATIONS Clause in Contracts

WARRANTIES & REPRESENTATIONS. The Supplier represents, warrants and undertakes that any Goods and Services comply with applicable laws and regulations of the country/ies of origin and destination, including those relating to manufacture, labelling, transportation, importation, exportation and licensing. The Supplier 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, warrants 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 Ethical Standards for EIT Manufacturing Agreementual Counterparties available upon request • will not take any action that will cause EIT Manufacturing to be in breach of any applicable laws or its own policies available upon request including those for the prevention of fraud, bribery and corruption, racketeering, money laundering or terrorism and in relation to conflicts of interests and gifts, • have taken reasonable steps to ensure that 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 Supplier: o been convicted of any offence involving slavery and human trafficking, or 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 slavery and human trafficking, • will not offer, pay, request or accept any bribe, inducement, kickback or facilitation payment, and will not make 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. 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 Supplier is an international sanctioned party or is in violation of embargo regulations, EIT Manufacturing may immediately terminate this Agreement for material breach as 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 Supplier representsBeat, 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 undertakes represents that he has the full right and ability to enter into this agreement, and is not under any Goods and Services comply disability, restriction, or prohibition with applicable laws and regulations respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the country/ies New Song hereunder will not infringe upon or violate any common law or statutory right of origin any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and destinationright(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 those relating 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 manufactureLicensee shall shift, labellingin whole or in part, transportationthe 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, importationliabilities, exportation costs, losses, damages or expenses as are actually incurred by the non-defaulting party and licensing. The Supplier warrants shall hold the non-defaulting party, free, safe, and undertakes 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 they will observe all health and safety rules and regulations and prior to final judgment, arising out of any other security requirements that apply at any place where the Goods or Services are delivered. The Supplier represents, warrants 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 Ethical Standards for EIT Manufacturing Agreementual Counterparties available upon request • will not take any action that will cause EIT Manufacturing to be in breach of any applicable laws representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its own policies available upon request including those for part to be performed hereunder the prevention non-defaulting party has given the defaulting party prompt written notice of fraud, bribery all claims and corruption, racketeering, money laundering or terrorism and in relation to conflicts of interests and gifts, • have taken reasonable steps to ensure that 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 Supplier: o been convicted of any offence involving slavery and human trafficking, or 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 slavery and human trafficking, • will not offer, pay, request or accept any bribe, inducement, kickback or facilitation payment, and will not make 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. 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 participate in the defense with counsel of the Supplier, including verification 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 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 violation of embargo regulations, EIT Manufacturing may immediately terminate this Agreement for material breach as belowagreement.

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 Supplier representsBeat, 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 undertakes represents that he has the full right and ability to enter into this agreement, and is not under any Goods and Services comply disability, restriction, or prohibition with applicable laws and regulations respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the country/ies New Song hereunder will not infringe upon or violate any common law or statutory right of origin any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and destinationright(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 those relating 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 manufactureLicensee shall shift, labellingin whole or in part, transportationthe 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, importationliabilities, exportation costs, losses, damages or expenses as are actually incurred by the non-defaulting party and licensing. The Supplier warrants shall hold the non-defaulting party, free, safe, and undertakes 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 they will observe all health and safety rules and regulations and prior to final judgment, arising out of any other security requirements that apply at any place where the Goods or Services are delivered. The Supplier represents, warrants 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 Ethical Standards for EIT Manufacturing Agreementual Counterparties available upon request • will not take any action that will cause EIT Manufacturing to be in breach of any applicable laws representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its own policies available upon request including those for part to be performed hereunder the prevention non-defaulting party has given the defaulting party prompt written notice of fraud, bribery all claims and corruption, racketeering, money laundering or terrorism and in relation to conflicts of interests and gifts, • have taken reasonable steps to ensure that 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 Supplier: o been convicted of any offence involving slavery and human trafficking, or 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 slavery and human trafficking, • will not offer, pay, request or accept any bribe, inducement, kickback or facilitation payment, and will not make 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. 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 participate in the defense with counsel of the Supplier, including verification 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 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 violation of embargo regulations, EIT Manufacturing may immediately terminate this Agreement for material breach as belowagreement.

WARRANTIES & REPRESENTATIONS. andIndemnification a. Licensee herebyagreesthat Licensor hasnotmadeany guarantees orpromises thatthe Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Supplier representsBeat, 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 undertakes represents that he has the full right and ability to enter into this agreement, and is not under any Goods and Services comply disability, restriction, or prohibition with applicable laws and regulations respect to the grant of rights hereunder. Licensor warrants that the country/ies of origin and destination, including those relating to manufacture, labellingsale, transportationdistribution, importation, exportation and licensing. The Supplier warrants and undertakes that they or other exploitation oftheNewSong hereunder 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, warrants 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 Ethical Standards for EIT Manufacturing Agreementual Counterparties available upon request • will not take any action that will cause EIT Manufacturing to be in breach notinfringe uponor violate anycommon lawor statutory right of any applicable laws or its own policies available upon request including those for the prevention of fraudperson, bribery and corruption, racketeering, money laundering or terrorism and in relation to conflicts of interests and gifts, • have taken reasonable steps to ensure that 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 Supplier: o been convicted of any offence involving slavery and human traffickingfirm, or o been the subject corporation; including, without limitation, contractual rights, copyrights, and right(s) 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 slavery privacy and human trafficking, • will not offer, pay, request or accept any bribe, inducement, kickback or facilitation payment, publicity and will not make constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or cause another to make other exploitation of the New Song hereunder will not infringe upon or violate any offer common law or payment 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,Licensorundertakesnoresponsibility whatsoeverastoanyelements addedtothe New Songby Licensee, and Licensee indemnifies 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 individual other person, firm, or entity corporation (hereafter referred to as “Owner”) without first having notified Licensee. Licensee shallhave no obligation toapprove 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 purpose rights of influencing a decision for any third party arising from the benefit use of EIT Manufacturingany 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 • will ensure that they 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), whichmaybemadeor brought, paid, orincurredbyreasonof anybreachorclaimofbreach of the warranties and representations hereunder by the defaulting party, their affiliated companiesagents, suppliers heirs, successors, assigns and subcontractors performing Services with EIT Manufacturing operate their business employees, which have been reduced to final judgment; provided 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 defaultingpartyprompt written notice of allclaims andtherighttoparticipate inthedefense withcounselof itschoiceat itssole expense.Innoevent shallLicenseebeentitledtoseek injunctive or any other equitable relief for any breach or non-compliance with all applicable laws and in a manner consistent with the principles above. The Supplier represents, warrants and undertakes that it is not on any applicable official national or international sanctioned party lists and that performance provision 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 Supplier is an international sanctioned party or is in violation of embargo regulations, EIT Manufacturing may immediately terminate this Agreement for material breach as belowagreement.

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 Supplier representsBeat, 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 undertakes represents that he has the full right and ability to enter into this agreement, and is not under any Goods and Services comply disability, restriction, or prohibition with applicable laws and regulations respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the country/ies of origin and destination, including those relating to manufacture, labelling, transportation, importation, exportation and licensing. The Supplier 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, warrants 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 Ethical Standards for EIT Manufacturing Agreementual Counterparties available upon request • New Song hereunder will not take infringe upon or violate any action that will cause EIT Manufacturing to be in breach common law or statutory right of any applicable laws or its own policies available upon request including those for the prevention of fraudperson, bribery and corruption, racketeering, money laundering or terrorism and in relation to conflicts of interests and gifts, • have taken reasonable steps to ensure that 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 Supplier: o been convicted of any offence involving slavery and human traffickingfirm, or o been the subject corporation; including, without limitation, contractual rights, copyrights, and right(s) 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 slavery privacy and human trafficking, • will not offer, pay, request or accept any bribe, inducement, kickback or facilitation payment, publicity and will not make constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or cause another to make other exploitation of the New Song hereunder will not infringe upon or violate any offer common law or payment 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 individual or entity for elements added to the purpose of influencing a decision for the benefit of EIT ManufacturingNew Song by Licensee, and • will ensure Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that they and their affiliated companieshe did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, suppliers and subcontractors performing Services with EIT Manufacturing operate their business 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 compliance with all applicable laws and in a manner consistent with the principles above. 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 Supplierconnection therewith, including verification of the Supplier’s identityany associated legal clearance costs, including full name, country location and address, against official national and international sanctioned party lists and embargo regulationsshall be borne by Licensee. If the screening indicates Knowledge by Licensee that the Supplier is an international sanctioned party or is in violation of embargo regulations, EIT Manufacturing may immediately terminate this Agreement for material breach as below“samples” were used 42.