Management Agreements and Related Issues (Part 2) - Page 7

It is not unusual for proposed management contracts submitted by managers to contain extensive representations and warranties on the part of the musician, but to neglect to include any representations and warranties from the manager. Although the nature of the representations and warranties to be given will be different, as set forth above, it is certainly appropriate to obtain representations and warranties from the manager as to certain matters.

K. Indemnification.

1. Sample Provision.

(a) Artist shall at all times defend, indemnify and hold harmless Manager and Manager=s Affiliates, and all officers, agents, affiliates, licensees and distributors of Manager and Manager's Affiliates (collectively, the "Other Manager Indemnities"), from and against any and all demands, claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any alleged breach or breach by Artist of any warranty, representation or agreement made by Artist herein, or pertaining to any act, error or omission allegedly committed or omitted by Artist or any person or entity allegedly acting on Artist's behalf or under Artist's direction or control. Artist will reimburse Manager, Manager's Affiliates and Other Manager Indemnities, on demand, for any payment made at any time after the date hereof in respect of any liability or claim in respect of which Manager or Manager's Affiliates are entitled to be indemnified. In the event Artist fails to so reimburse Manager, Manager's Affiliates or Other Manager Indemnities, Manager may deduct such payments from any and all Gross Compensation received by Manager hereunder. Notwithstanding anything herein contained to the contrary, Artist irrevocably consent to the jurisdiction of any court or other forum in which a claim is asserted against Manager, Manager's Affiliates or Other Manager Indemnities which arises out of or relates to any alleged breach or breach by Artist of any warranty, representation or agreement made by Artist herein, or any other act, error or omission allegedly committed or omitted by Artist or any person or entity allegedly acting on Artist's behalf or under your direction or control.

(b) Manager shall at all times defend, indemnify and hold harmless Artist and Artist's Affiliates, and all officers, agents, affiliates, licensees and distributors of Artist and Artist=s Affiliates (collectively, the "Other Artist Indemnities"), from and against any and all demands, claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any alleged breach or breach by Manager of any warranty, representation or agreement made by Manager herein, or pertaining to any act, error or omission allegedly committed or omitted by Manager or any person or entity allegedly acting on Manager=s behalf or under Manager's direction or control. Manager will reimburse Artist, Artist=s Affiliates and Other Artist Indemnities, on demand, for any payment made at any time after the date hereof in respect of any liability or claim in respect of which Artist or Artist's Affiliates are entitled to be indemnified. In the event Manager fails to so reimburse Artist, Artist's Affiliates or Other Artist Indemnities, Artist may deduct such payments from any and all Gross Compensation received by Artist hereunder. Notwithstanding anything herein contained to the contrary, Manager irrevocably consent to the jurisdiction of any court or other forum in which a claim is asserted against Artist, Artist's Affiliates or Other Artist Indemnities which arises out of or relates to any alleged breach or breach by Manager of any warranty, representation or agreement made by Manager herein, or any other act, error or omission allegedly committed or omitted by Manager or any person or entity allegedly acting on Manager's behalf or under your direction or control.