whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and
holds Producer harmless for any such elements. Producer 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. The 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 Producer which was not affirmatively disclosed by Producer 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 Producer 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 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 Artist be entitled to seek
injunctive or any other equitable relief for any breach or non-compliance with any provision of this
agreement.
12. Miscellaneous:This Agreement constitutes the entire understanding of the parties and is intended as a
final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in
part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement
supersedes all prior agreements between the parties, whether oral or written. Should any provision of this
agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision
hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative
provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations
hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written
notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and
after the service of such notice, or, if such breach is not reasonably capable of being cured within such
thirty (30) day period, Licensor does not commence to cure such breach within said time period, and
proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall
be governed by and interpreted in accordance with the laws of theMichigan USapplicable to agreements
entered into and wholly performed in said State, without regard to any conflict of laws principles. You
hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any
matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts
located in theMichigan US. You shall not be entitled to any monies in connection with the Master(s) other
than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be
given by registered or certified mail, return receipt requested (prepaid) at the respective addresses
hereinabove set forth or such other address or addresses as may be designated by either party. Such notices
shall be deemed given when received. Any notice mailed will be deemed to have been received five (5)
business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be
received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU
HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT
IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW
THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT
ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY
OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT