6. Intellectual Property Rights

The Customer hereby irrevocably warrants and represents to the Company that:

6.1 it owns the copyright in, or is the owner or licensee of any and all intellectual property (and other proprietary) rights relating to any and all copy audio or data masters, recordings, images, designs, digital files and other items or materials supplied to the Company by the Customer under any Contract by virtue of valid and binding contracts and is not infringing the intellectual property (or any other proprietary) rights of any third party in relation thereto and that all artist, producer, musician and studio costs, fees and royalties (including VAT and any similar taxes thereon) and any other charges or expenses of whatsoever nature payable to any third party in respect of such audio or data masters, recordings, images, designs, digital files and other items or materials, and any or all of the Products and/or Services (as applicable), shall be the sole responsibility of the Customer (which responsibility the Customer shall fully and promptly discharge when due) and that the Company shall have no liability whatsoever in respect thereof (and, without limiting the generality of this clause 6.1, the Company shall be under no obligation to supply any Products under any Contract in respect of which the Customer is unable to produce an MCPS license if and when requested to do so by the Company);

6.2 it has, and will have for the duration of the Contract, the right to use all audio or visual data, names, images (moving or otherwise), digital files, likenesses and/or photographs of any artists and any other parties and all other names, images, audio or visual data, trademarks or logos included in or on any artwork or related materials supplied to the Company by the Customer or otherwise to be used by the Company hereunder in relation to the relevant Products and/or Services;

6.3 neither the reproduction or manufacture of any Products, nor the performance or delivery of any Services, under any Contract will contravene any statute, statutory instrument or other instrument, regulation or by-law and that, in the case of any such contravention, the Company shall have no liability in respect thereof (and the Company shall have the right to make any changes to the relevant Products and/or Services if and to the extent that such changes are necessary to comply with any such statute, statutory instrument or other instrument, regulation or by-law or any applicable legal or safety requirement);

6.4 it is under no disability, restriction or prohibition in respect of its right to enter into this Contract and to perform its obligations hereunder;

6.5 it has the right to mechanically or (as the case may be) digitally reproduce the recordings and other musical works and/or images embodied in any and all copy audio or data masters supplied to the Company hereunder and that it shall assume all liability for any violation or contravention of copyright in relation to or in connection with the Products and/or Services (or any of them). The Company hereby reserves the right to ask for, and the Customer shall promptly provide upon the Company’s request, documentary evidence of any such right to mechanically or (as the case may be) digitally reproduce such recordings, images and/or works.

6.6 The Customer hereby indemnifies the Company, for itself and on behalf of the relevant manufacturer, on demand against any losses, damages, costs, claims and/or expenses that either of them may suffer or incur as a result of any proceedings brought against them, or either of them, based on infringement of copyright or any other third party intellectual property rights as a result of the performance of their obligations under the Contract. The Customer shall also fully indemnify the Company, and keep it indemnified, against all actions, claims, demand, liabilities, costs, charges and expenses whatsoever (including reasonable legal fees and expenses) which may be brought against the Company or which the Company may suffer or incur directly or indirectly as a result of any breach or alleged breach or non-observance by the Customer of any provisions of this Contract or against any guarantee, agreement, warranty, representation or undertaking given by the Customer hereunder being untrue, inaccurate or unfulfilled (as the case may be).

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