Tag Archives: Business Law

I have a contract with Publish America.

Posted on by

I have a contract with Publish America. Because I asked for them to fix the text in the book they stopped producing my book. I have attached a part of the contract, Can you tell if according to the contract the contract is cancelled and they have no more publishing rights to my book.
Notwithstanding the reversion of publishing rights to Author, Author’s remaining obligations to Publisher, including the warranties and indemnifications provided in paragraph 23 shall survive the discontinuation of the book pursuant to this paragraph.
23. Warranties and Indemnification: The Author covenants and represents that the Work contains no matter that, when published, will incite prejudice, amount to an invasion of privacy, be libelous, obscene, or otherwise unlawful, or which will infringe upon any proprietary interest at common law, trademark, trade secret, patent or copyright; that the Author is the sole proprietor of the Work and all parts thereof (or has obtained all necessary permissions), has reached the age of majority and has full power to make and perform this grant and agreement, and that the Work is free of any lien, claim, charge or debt of any kind, and that the Author and his legal successors and/or representatives will hold harmless and keep indemnified the Publisher
9
from all manner of claims, proceeding and expenses, including attorneys’ fees, which may be taken or incurred by Publisher on the ground that the covenants above are not true or that the Work is subject to any such lien, claim, charge or debt, or that it is such violation, or that it contains anything defamatory or illegal.

Could you please teach me what Subsection 17.

Posted on by

Could you please teach me what Subsection 17.1.5 means in plain English?

17.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then (except where clause 16.2 applies) the Seller shall indemnify the Buyer against all loss damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:

17.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of such claim;

****************************************************************************************

The whole section goes like the below:

17. INDEMNITY

17.1. If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then (except where clause 12.1.2.3 applies) the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:

17.1.1. the Seller is given full control of any proceedings or negotiations in connection with any such claim;

17.1.2. the Buyer shall give the Seller all reasonable assistance for the purpose of any such proceedings or negotiations;

17.1.3. except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);

17.1.4. the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

17.1.5. the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and

17.1.6. without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.

thanks

employee contract ,employee indemnification I work for a municipal electric…

Posted on by

employee contract ,employee indemnification
I work for a municipal electric utility. My employment contract states ”the ____shall indemnify the employee”. The state inspector general may investigate alleged Ethics violations and the company has stated that employees should retain their own legal council. My questions are as follows:
What does it mean when a company Indemnifys an employee?
Is an employee guily of Ethic violations if the company or state has not provided any education or guidelines to employees? Finally, is it the responsiblity of the company to pay for legal representation of the employee or should it fall to the the indemnified employee?