Question about a section of a music use contract

[lakesideconcept]

What is the name of your state (only U.S. law)? N.Y.

Hi,

Im currently working in acquiring music rights for a film i just produced, and in one of the section of the contract reads

"11) Indemnification
a) Licensor hereby agrees to indemnify and hold harmless Producer, it’s successors, transferees,
assignees and licensees, and the respective agents from and against any and all damages,
costs, expenses, liabilities, claims and causes of action in any way arising by reason of the
breach by Licensor of any warranty or representation hereunder or any other provision in this
Agreement, including, without limitation, reasonable outside attorneys fees and costs in the
defense and disposition of such matters, and any claim for any compensation by Licensor.
Producer shall defend and indemnify Licensor from and against all judgments, damages, costs
and expenses, including reasonable outside attorneys fees and court costs, arising out of material
assigned and/or supplied to Licensor by Producer, material altered or added by Producer, and/or
Producer’s development, production, distribution or exploitation of any film produced hereunder."


Now i just want to understand for sure if that protects us from paying damages, or it protects the music company saying that we pay damages?


Thanks,

-Chris-

 

[Some Random Guy]

It all boils down to "if somebody doesn't like what you do with the music and they sue the Producer or both you and the Producer, then you agree to pay the costs of the producer to defend themselves."

Pretty standard language. The Producer doesn't want to open themselves up to lawsuits based on things you do which are outside of their control.