Common use of Warranty and Indemnity Clause in Contracts

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB a) Auto-By-Tel warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any materials supplied and all content provided to the director by the NFB for incorporation Excite or made available to third parties in the Production:connection with this Agreement. (a) do not infringe the copyright of another; (b) do not defame any person;Auto-By-Tel warrants that the Content will comply with the description and technical specifications contained in Exhibit D. (c) do not invade the privacy of Auto-By-Tel will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any person, 8.02 The director warrants thatand all third party claims, to the best of his knowledgeliability, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and and/or costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearingsattorneys fees) arising from: i) The breach of any warranty, participating representation or covenant in obtaining this Agreement; ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Auto-By-Tel Site. Excite will promptly notify Auto-By-Tel of any and presenting evidence all such claims and enlisting will reasonably cooperate with Auto-By-Tel with the participation of witnesses.defense and/or settlement thereof; provided that, it any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact, can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim, 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant directord) EXCEPT AS SPECIFIED IN THIS AGREEMENT, inasmuch as said fault is neither gross nor deliberate.NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF

Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. For purposes of clarity, this article also applies to directors/first assistant directors who render their services via a loan-out company. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB 10.1 Each Party warrants that any materials supplied to the director by the NFB for incorporation in the Productionother that: (a) do 10.2 it is the owner or licensee of all relevant rights in and to its Background Intellectual Property and all other materials made available for the purposes of the Project and has the authority to grant the rights granted hereunder and that the use of such Background Intellectual Property or materials or any of them in or in relation to the Products or the Project or the operation of the Project in accordance with this Agreement shall not infringe the copyright rights of anotherany third party; 10.3 it has the necessary power and authority to enter into this Agreement and to grant the licences granted hereunder; and 10.4 the signatories to this Agreement are duly authorised to execute this Agreement on behalf of such Party. 10.5 Each Party (bthe Indemnifying Party) do not defame shall be liable for and will indemnify the other Party (together with its officers, servants or agents, Affiliates and permitted licensees) against any personand all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the other Party arising out of any breach by the Indemnifying Party of its warranties provided that: 10.6 prompt notice is given to the Indemnifying Party of any such claims or suits; (c) do not invade 10.7 the privacy Indemnifying Party shall have the option to undertake and conduct the defence and/or settlement of any person,such claims or suits and that the other Party cooperates with the Indemnifying Party in the defence of any such claims or suits; 8.02 The director warrants 10.8 no admission shall be made or other action taken which may prejudice the ability of the Indemnifying Party to defend or prosecute any claims without the prior consent of the Indemnifying Party; 10.9 no settlement of any such claims or suits is made without the prior written consent of the Indemnifying Party; and 10.10 in no event shall either Party be liable for any consequential damages or loss of profits which the other Party may suffer arising out of any breach by a Party of its warranties hereunder. 10.11 In relation to any data which the Party has brought to the Project, both Parties warrant that: 10.12 they have obtained all authorisations, licences, consents and approvals, to allow it to use the information; 10.13 it is the most up to date version of the information owned or accessible by the Party; and 10.14 where the Party has quoted or confirmed the source of such information, such source is, to the best of his the Party’s knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any personaccurate. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses. 8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/first assistant director, inasmuch as said fault is neither gross nor deliberate.

Warranty and Indemnity. 8.01 The NFB 12.1 Each of NetChemistry and NEWAVE represents and warrants that it has full power and authority to enter into this Agreement and to grant the licenses provided herein, and that this Agreement has been duly authorized, executed and delivered by such party. 12.2 Each of NetChemistry and NEWAVE represents and warrants that it owns, or has obtained all necessary rights to distribute and make available as specified in this Agreement, any materials supplied and all information, service or content provided to the director by the NFB for incorporation other party or made available to third parties in connection with this Agreement, including without limitation in the Production: (a) do not infringe case of NetChemistry, the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any person, 8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production: (a) do not infringe the copyright of another; (b) do not defame any person; (c) do not invade the privacy of any personBranded System. 8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been12.3 Each of NetChemistry and NEWAVE shall indemnify, to his knowledge, commissioned by the NFB for this Production. 8.04 The director shall indemnify the NFB against all damages defend and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing. 8.05 Either party upon receipt of notice of any claim as a result of which hold harmless the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other its affiliates, officers, directors, employees, consultants and agents from any and all third party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract. 8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the otherclaims, for liability, damages and/or costs or damages arising out of a settlement not consented to in writing by the indemnifying party. 8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, (including, but not limited to, attending hearingsreasonable attorneys fees) arising from or relating to: (a) the breach of any warranty, participating representation or covenant by NetChemistry or NEWAVE as applicable, in obtaining and presenting evidence and enlisting this Agreement; or (b) any claim that the participation Branded System or any information, service or content provided to NEWAVEor NetChemistry, as applicable, or made available to third parties by NetChemistry or NEWAVE as applicable, in connection with this Agreement infringes or violates any third party's copyright, patent, trade secret, trademark, right of witnessespublicity or right of privacy or contains any defamatory content. 8.08 Exclusion The NFB 12.4 A party seeking indemnification under this section shall promptly notify the other party in writing of any and all such claims and shall reasonably cooperate with such other party in the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the indemnified party in any way and such obligation, liability, prejudice or impact can reasonably be answerable only for harm caused expected to a third be material, then such settlement shall require the indemnified party's prior written consent (not to be unreasonably withheld or delayed) and the indemnified party through the fault of the director/first assistant directormay, inasmuch as said fault is neither gross nor deliberateat its sole cost and expense, have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.