Common use of WARRANTIES OF DEVELOPER Clause in Contracts

WARRANTIES OF DEVELOPER. 14.1 The Developer represents and warrants that: (a) it will at all material times own or control all Intellectual Property Rights to the Product, free from any third party right or interest which would impair the rights of the Publisher under this Agreement; (b) it has and will at all material times have full power and authority to enter into and perform this Agreement and to grant the rights expressed to be granted by it; (c) nothing contained in the Product will infringe a third party’s Intellectual Property Rights, of a right of privacy or name or image or likeness, or become liable under unfair competition law; (d) nothing contained in the Product will be obscene or libelous or otherwise in breach of any relevant laws or regulations of any territory which relates to health and safety; (e) each Gold Master will be Virus Free on its Acceptance Date and each Gold Master shall not contain any software routine designed to disable a computer Product automatically with the passage of time or by the intervention of a third party other than a licensee of the Gold Master or Publisher; (f) the Product will be an original work created by the Developer; (g) the execution of this Agreement will not put the Developer in breach of any other agreement including an exclusive term agreement; (h) the Developer has received no notice of any claim pending or threatened against Developer based on infringement of the rights set forth in this Agreement; (i) the Developer has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the rights granted to Publisher hereunder in such a way as to materially affect the rights granted to Publisher hereunder, and Developer will not sell, assign, lease, license or in any other way dispose of or encumber any of such rights in such a manner as to encumber the rights granted to Publisher hereunder; (j) Developer will not use Publisher’s name or logos or the names of any of Publisher’s products for any purpose, including, but not limited to, advertising or promotional purposes, except as provided in this Agreement or with the prior written consent of Publisher.

WARRANTIES OF DEVELOPER. 14.1 11.1 The Developer represents and warrants that: (a) it is and will at all material times own or control all Intellectual Property Rights to in the Product, free from any third party right or interest which would impair the rights of the Publisher under this Agreement; (b) it has and will at all material times have full power and authority to enter into and perform this Agreement and to grant the rights expressed to be granted by it; (c) nothing contained in the Product will infringe a third party’s Intellectual Property Rights, of a right of privacy or name or image or likeness, or become liable under unfair competition law; (d) nothing contained in the Product will be obscene or libelous or otherwise in breach of any relevant laws or regulations of any territory which relates to health and safety; (e) each Gold Master will be Virus Free on its Acceptance Date and each Gold Master shall not contain any software routine designed to disable a computer Product automatically with the passage of time or by the intervention of a third party other than a licensee of the Gold Master or Publisher; (f) the Product will be an original work created by the Developer; (g) the execution of this Agreement will not put the Developer in breach of any other agreement including an exclusive term agreement; (h) the Developer has received no notice of any claim pending or threatened against Developer based on infringement of the rights set forth in this Agreement; (i) the Developer has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the rights granted to Publisher hereunder in such a way as to materially affect the rights granted to Publisher hereunder, and Developer will not sell, assign, lease, license or in any other way dispose of or encumber any of such rights in such a manner as to encumber the rights granted to Publisher hereunder; (j) Developer will not use Publisher’s name or logos or the names of any of Publisher’s products for any purpose, including, but not limited to, advertising or promotional purposes, except as provided in this Agreement or with the prior written consent of Publisher.

WARRANTIES OF DEVELOPER. 14.1 The Developer represents and warrants that: (a) it will at all material times own or control all Intellectual Property Rights to the Product, free from any third party right or interest which would impair the rights of the Publisher under this Agreement; (b) it has and will at all material times have full power and authority to enter into and perform this Agreement and to grant the rights expressed to be granted by it; (c) nothing contained in the Product will infringe a third party’s Intellectual Property Rights, of a right of privacy or name or image or likeness, or become liable under unfair competition law; (d) nothing contained in the Product will be obscene or libelous libellous or otherwise in breach of any relevant laws or regulations of any territory which relates to health and safety; (e) each Gold Master will be Virus Free on its Acceptance Date and each Gold Master shall not contain any software routine designed to disable a computer Product automatically with the passage of time or by the intervention of a third party other than a licensee of the Gold Master or Publisher; (f) the Product will be an original work created by the Developer; (g) the execution of this Agreement will not put the Developer in breach of any other agreement including an exclusive term agreement; (h) the Developer has received no notice of any claim pending or threatened against Developer based on infringement of the rights set forth in this Agreement; (i) the Developer has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the rights granted to Publisher hereunder in such a way as to materially affect the rights granted to Publisher hereunder, and Developer will not sell, assign, lease, license or in any other way dispose of or encumber any of such rights in such a manner as to encumber the rights granted to Publisher hereunder; (j) Developer will not use Publisher’s name or logos or the names of any of Publisher’s products for any purpose, including, but not limited to, advertising or promotional purposes, except as provided in this Agreement or with the prior written consent of Publisher.

WARRANTIES OF DEVELOPER. 14.1 10.1 The Developer represents and warrants that: (a) it is and will at all material times own or control all Intellectual Property Rights to in the ProductRetained Materials, free from any third party right or interest which would impair the rights of the Publisher under this Agreement; (b) it has and will at all material times have full power and authority to enter into and perform this Agreement and to grant the rights expressed to be granted by it; (c) nothing contained in the Product Retained Materials will infringe a third party’s Intellectual Property Rights, of a right of privacy or name or image or likeness, or become liable under unfair competition law; (d) nothing contained in the Product provided by Developer (i.e., excluding the Provided materials) will be obscene or libelous or otherwise in breach of any relevant laws or regulations of any territory which relates to health and safety; (e) each Gold Master will be Virus Free on its Acceptance Date and each Gold Master shall not contain any software routine designed to disable a computer Product automatically with the passage of time or by the intervention of a third party other than a licensee of the Gold Master or Publisher; (f) the Product will be an original work created by the Developer; (g) the execution of this Agreement will not put the Developer in breach of any other agreement including an exclusive term agreement; (hg) the Developer has received no notice of any claim pending or threatened against Developer based on infringement of the rights set forth in this Agreement; (ih) the Developer has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the rights granted to Publisher hereunder in such a way as to materially affect the rights granted to Publisher hereunder, and Developer will not sell, assign, lease, license or in any other way dispose of or encumber any of such rights in such a manner as to encumber the rights granted to Publisher hereunder; (ji) Developer will not use Publisher’s name or logos or the names of any of Publisher’s products for any purpose, including, but not limited to, advertising or {00017805.DOC/ / 08/11/2005 01:55 PM} promotional purposes, except as provided in this Agreement or with the prior written consent of Publisher.