Author’s Warranties. The Author represents and warrants that the Work has not previously been published, that it is original except for excerpts from previously published works which have been identified to the Publisher and for which permission has been secured from the copyright owners thereof; that it contains no matter which is libelous, unlawful or which infringes upon anyone's proprietary rights, including, but not limited to statutory or common law copyright; that it does not violate any right of privacy, publicity or confidentiality; that all statements of fact in the work are true and based upon deliberative research and all instruction and advice in the work is harmless and not negligent or defective; that the Author is the sole Author and sole owner and proprietor of the Work and the copyright and all the rights granted to the Publisher herein, and has full power and authority to enter into this Agreement; that the Work is free of any prior contract, assignment, pledge or lien, and the publication of the Work as authorized hereunder will not subject the Publisher to any claims of interference with contract or infringement of rights previously granted to another party, will not violate any noncompete, confidentiality or other agreement to which the Author may be subject, and will not violate any applicable federal, state or local law; that to the best of the Author’s knowledge, the title of the Work does not infringe on any trademark; that all biographical information provided by the Author for use in connection with the publication, promotion, marketing and distribution of the Work will be true, accurate and complete; and that the Author has disclosed to the Publisher any contract or other relationship which the Author has had or currently has with any entity referred to in the Work or with the manufacturer or distributor of any goods or services referred to in the Work. In the event of any claim, action, suit or proceeding based upon an alleged violation of any of these representations and warranties: (i) the Publisher shall have the right to defend the same through counsel of its own choosing; (ii) no settlement shall be effected without the prior written consent of the Author, which consent shall not unreasonably be withheld; (iii) the Author may join in the Publisher’s defense, with the Author’s own counsel, provided that the Author shall cooperate with the Publisher in its defense; (iv) the Publisher shall have the right to withhold payments of reasonable amounts due the Author under this Agreement or any other agreement with the Publisher until resolution of any claim, action, suit or proceeding; (v) the Publisher shall have the right to extend the Author’s representations and warranties herein to third parties, and the Author shall be liable thereon to same extent as if such representations and warranties were originally made to such third parties; and (vi) the Author will indemnify and hold harmless the Publisher, its shareholders, directors, officers, employees and agents, any seller of the Work, and any licensee of a subsidiary right in the Work, from and against any and all awards, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorney’s fees and other expenses relating thereto. The Author shall provide the Publisher with or assist the Publisher in obtaining any documents, records, personal accounts or other information or materials required to verify the accuracy or truth of any of the representations and warranties made by the Author. However, the Publisher shall not be obligated to make an independent investigation to determine if the above representations and warranties are true and correct and any independent investigation by or for the Publisher, or its failure to make any such investigation, shall not constitute a defense to the Author in any action based on a breach of those representations and warranties. If at any time the Publisher concludes that any of the foregoing warranties has been or may be breached, it shall have the right, without prejudice to its other rights and remedies, to refrain from or cease publication and terminate this Agreement upon thirty (30) days written notice to the Author. The foregoing warranties and indemnities shall survive the termination of this Agreement. Copyright. The Publisher shall, at its own cost and expense, apply for a copyright in the Work in the name of the Author. The copyright in all materials provided by the Publisher for the Work will belong to the Publisher and the copyright in all such materials may be registered in the name of the Publisher. The Author’s right to use any of such materials is solely limited to the Publisher’s publication of the Work, and the Author must obtain permission from the Publisher prior to including any of such materials in any edition of the Work not published or authorized by the Publisher. The Author shall, upon the Publisher's written request and at the Publisher's sole cost and expense, take all lawful acts necessary to effect and protect the copyright and all renewals thereof, including the execution of any necessary instruments, documents or applications relating thereto.
Appears in 1 contract
Sources: Publishing Agreement
Author’s Warranties. The Author represents and warrants that the Work has not previously been published, that it is original except for excerpts from previously published works which have been identified to the Publisher and for which permission has been secured from the copyright owners thereof; that it contains no matter which is libelous, unlawful or which infringes upon anyone's proprietary rights, including, but not limited to statutory or common law copyright; that it does not violate any right of privacy, publicity or confidentiality; that all statements of fact in the work are true and based upon deliberative research and all instruction and advice in the work is harmless and not negligent or defective; that the Author is the sole Author and sole owner and proprietor of the Work and the copyright and all the rights granted to the Publisher herein, and has full power and authority to enter into this Agreement; that the Work is free of any prior contract, assignment, pledge or lien, and the publication of the Work as authorized hereunder will not subject the Publisher to any claims of interference with contract or infringement of rights previously granted to another party, will not violate any noncompete, confidentiality or other agreement to which the Author may be subject, and will not violate any applicable federal, state or local law; that to the best of the Author’s knowledge, the title of the Work does not infringe on any trademark; that all biographical information provided by the Author for use in connection with the publication, promotion, marketing and distribution of the Work will be true, accurate and complete; and that the Author has disclosed to the Publisher any contract or other relationship which the Author has had or currently has with any entity referred to in the Work or with the manufacturer or distributor of any goods or services referred to in the Work. In the event of any claim, action, suit or proceeding based upon an alleged violation of any of these representations and warranties: (i) the Publisher shall have the right to defend the same through counsel of its own choosing; (ii) no settlement shall be effected without the prior written consent of the Author, which consent shall not unreasonably be withheld; (iii) the Author may join in the Publisher’s defense, with the Author’s own counsel, provided that the Author shall cooperate with the Publisher in its defense; (iv) the Publisher shall have the right to withhold payments of reasonable amounts due the Author under this Agreement or any other agreement with the Publisher until resolution of any claim, action, suit or proceeding; (v) the Publisher shall have the right to extend the Author’s representations and warranties herein to third parties, and the Author shall be liable thereon to same extent as if such representations and warranties were originally made to such third parties; and (vi) the Author will indemnify and hold harmless the Publisher, its shareholders, directors, officers, employees and agents, any seller of the Work, and any licensee of a subsidiary right in the Work, from and against any and all awards, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorney’s fees and other expenses relating thereto. The Author shall provide the Publisher with or assist the Publisher in obtaining any documents, records, personal accounts or other information or materials required to verify the accuracy or truth of any of the representations and warranties made by the Author. However, the Publisher shall not be obligated to make an independent investigation to determine if the above representations and warranties are true and correct and any independent investigation by or for the Publisher, or its failure to make any such investigation, shall not constitute a defense to the Author in any action based on a breach of those representations and warranties. If at any time the Publisher concludes that any of the foregoing warranties has been or may be breached, it shall have the right, without prejudice to its other rights and remedies, to refrain from or cease publication and terminate this Agreement upon thirty (30) days written notice to the Author. The foregoing warranties and indemnities shall survive the termination of this Agreement. Copyright. The Publisher shall, at its own cost and expense, apply for a copyright in the Work in the name of the Author. The copyright in all materials provided by the Publisher for the Work will belong to the Publisher and the copyright in all such materials may be registered in the name of the Publisher. The Author’s right to use any of such materials is solely limited to the Publisher’s publication of the Work, and the Author must obtain permission from the Publisher prior to including any of such materials in any edition of the Work not published or authorized by the Publisher. The Author shall, upon the Publisher's written request and at the Publisher's sole cost and expense, take all lawful acts necessary to effect and protect the copyright and all renewals thereof, including the execution of any necessary instruments, documents or applications relating thereto.
Appears in 1 contract
Sources: Publishing Agreement