12.
Owner's Warranties and Indemnities
Owner represents and warrants to Purchaser that:
Owner is the sole author of the Property, and has the full right, power, and authority to enter into and perform this Agreement without the consent of any third party.
Neither the Property, nor any element thereof, nor the exploitation thereof does or will in any way constitute violation of the copyright of any person or entity or constitute a libel or slander against any person or entity or infringe upon or violate any copyright, or to the best of Owner's knowledge after prudent due diligence, any person's right of privacy or publicity, common law rights, or any other rights of any person or entity.
Owner has full and sole right and authority to sell and assign all right, title and interest, including the motion picture rights in the Property to Purchaser. Owner owns each and all of the Purchased Rights and the Reserved Rights, free and clear of any and all liens, encumbrances, and other third-party interests of any kind.
There is no pending litigation, action, claim, lien or encumbrance pending or threatened in relation to the Purchased Rights or the Reserved Rights.
The Property has been registered for copyright. Without limiting the foregoing, the Property is or may be protected by copyright throughout the world and no part of the Work is in the public domain anywhere in the world, except in such countries, if any (not including the United States), where copyright protection is not legally available.
The Property is wholly original with Owner.
Owner agrees to indemnify and hold Purchaser, its licensees, successors and assigns, harmless from and against all liability, damages, penalties, loss or expense, including attorney's fees, which may be suffered, incurred or assumed by Purchaser by reason of a breach or alleged breach of any of Owner's warranties set forth in this Agreement.
These tend to be standardized and boilerplate terms in which the Owner makes certain representations and warranties to the Producer (such as the Property being wholly original with Owner). If the Author's underlying work has been out for a while and no claims have been asserted, there is less concern than if this was a standard publishing contract where the work has yet to be published. At the same time, it is wise to try to insert the phrase "To the best of Owner's knowledge" before warranties pertaining to libel, privacy, and obscenity as these standards can be especially confusing and contradictory, and it would be difficult, if not impossible, for any writer to state with absolute certainty that his or her work does not violate, for example, obscenity laws in any jurisdiction. The most that can reasonably be asked is that you make a good faith effort to ensure your work does not violate such laws. The other warranties should also still be carefully reviewed so the Owner has a clear understanding about the representations they are making, since they will be bound by them and run the risk of having to indemnify the Producer under this provision if harm results due to even an inadvertent misrepresentation.