Common use of Warranty Clause in Contracts

Warranty. The Author warrants and represents that: (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: (a) all applicable anti-bribery and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 154 contracts

Samples: Publishing Agreement, Publishing Agreement, Publishing Agreement

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Warranty. 8.1 The Author warrants and represents that: (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research science and understanding true and accurate; and and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,, is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. . 8.2 The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: (a) all applicable anti-bribery and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conductxxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". . 8.3 The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 37 contracts

Samples: Publishing Agreement, Publishing Agreement, Publishing Agreement

Warranty. 8.1 The Author warrants and represents that: : (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research science and understanding true and accurate; and and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,, is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. . 8.2 The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: : (a) all applicable anti-bribery and corruption laws; and and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conductxxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". . 8.3 The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 29 contracts

Samples: Publishing Agreement, Publishing Agreement, Publishing Agreement

Warranty. The Author Author warrants and represents that: (a) the Author Author has full right, power and authority to enter into and perform its obligations under this Agreement; and (b) the Author Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The AuthorAuthor's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: (a) all applicable anti-bribery and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 16 contracts

Samples: Publishing Agreement, Publishing Agreement, Publishing Agreement

Warranty. 7.1 The Author warrants and represents that: : (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. . 7.2 The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: : (a) all applicable anti-bribery and corruption laws; and and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conductxxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book- authors-code-of-conduct), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". . 7.3 The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 12 contracts

Samples: Publishing Agreement, Publishing Agreement, Publishing Agreement

Warranty. 7.1 The Author warrants and represents that: : (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. . 7.2 The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: : (a) all applicable anti-bribery and corruption laws; and and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conductxxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors- code-of-conduct), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". . 7.3 The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 9 contracts

Samples: Publishing Agreement, Publishing Agreement, Publishing Agreement

Warranty. The Author Author warrants and represents that: (a) the Author Author has full right, power and authority to enter into and perform its obligations under this Agreement; and (b) the Author Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The AuthorAuthor's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: (a) all applicable anti-bribery and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisher's ethic rules (as laid down in the Book Authors' Code of Conduct currently available online at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), as may be updated by the Publisher at any from time in its sole discretion. The Publisher shall notify the Author to time (provided that in the event of material changes the Publisher shall notify the Author by email or other written means email) (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 8 contracts

Samples: Publishing Agreement, Publishing Agreement, Publishing Agreement

Warranty. B12.1 The Author Contractor warrants and represents that: (: a) the Author it has full right, power capacity and authority and all necessary consents to enter into and perform its obligations under this Agreement; and (the Contract; b) the Author Contract is signed or executed (as the sole legal owner of case may be) by a duly authorised representative or duly authorised representatives (and/or has been fully authorised by any additional rights owner to grantas the case may be) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (Contractor; c) in entering the Contribution shall Contract it has not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods)committed any Prohibited Act; d) as at the Commencement Date, or be otherwise actionableall information, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution statements and all of the purported facts representations contained in the Contribution Tender are according true, accurate and not misleading and it will advise the Council of any fact, matter or circumstance of which it may become aware during the Contract Period which would render any such information, statement or representation to be false or misleading; e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the current body best of research its knowledge and understanding true belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under this Contract; f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; g) no proceedings or other steps have been taken and accurate; and not discharged (dnor, to the best of its knowledge, are threatened) there is no obligation of confidentiality owed in respect of any contents for the winding up of the Contribution Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any third party and of the Contribution shall not contain anything which infringes Contractor’s assets or violates any trade secretrevenue; h) it owns, right of privacy has obtained or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent is able to publish has been obtained obtain, valid licences for all research or other featured participants; and (eIntellectual Property Rights that are necessary for the performance of its obligations under the Contract; i) the Contribution has not been previously licensedServices shall be provided in a proper, published or exploited skilful and use of workmanlike manner; j) the Contribution Services shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party be provided and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised by a sufficient number of appropriately experienced, qualified and approved such work trained Staff with all due skill, care and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, diligence; k) it shall at all times comply with the Quality Standards and, where appropriate, shall maintain accreditation with the relevant Quality Standards authorisations body; and l) it shall at all times perform its obligations under the Contract in full with: (a) all applicable anti-bribery accordance with Law and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) Good Industry Practice. B12.2 The Contractor acknowledges that any breach of the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), as may warranties in Clause B12.1 shall be updated remedied by the Publisher Contractor at any no cost to the Council and within such period of time in its sole discretionnotified to the Contractor by the Council. The Publisher Failure to comply with the time limit specified by the Council pursuant to this Clause B12.2 shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in constitute a material breach of any of this Contract and this Contract may be terminated by the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject Council pursuant to the OFAC sanctions listClause D3.1(Termination on Default) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(sD5.1(c) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement(Termination Events).

Appears in 3 contracts

Samples: Contract for the Supply of Services, Contract for the Supply of Services, Contract for the Supply of Services

Warranty. B12.1 The Author Contractor warrants and represents that: (: a) the Author it has full right, power capacity and authority and all necessary consents to enter into and perform its obligations under this Agreement; and (the Contract; b) the Author Contract is signed or executed (as the sole legal owner of case may be) by a duly authorised representative or duly authorised representatives (and/or has been fully authorised by any additional rights owner to grantas the case may be) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (Contractor; c) in entering the Contribution shall Contract it has not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods)committed any Prohibited Act; d) as at the Commencement Date, or be otherwise actionableall information, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution statements and all of the purported facts representations contained in the Contribution Tender are according true, accurate and not misleading and it will advise the Council of any fact, matter or circumstance of which it may become aware during the Contract Period which would render any such information, statement or representation to be false or misleading; e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the current body best of research its knowledge and understanding true belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under this Contract; f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; g) no proceedings or other steps have been taken and accurate; and not discharged (dnor, to the best of its knowledge, are threatened) there is no obligation of confidentiality owed in respect of any contents for the winding up of the Contribution Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any third party and of the Contribution shall not contain anything which infringes Contractor’s assets or violates any trade secretrevenue; h) it owns, right of privacy has obtained or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent is able to publish has been obtained obtain, valid licences for all research or other featured participants; and (eIntellectual Property Rights that are necessary for the performance of its obligations under the Contract; i) the Contribution has not been previously licensedContract shall be performed in a proper, published or exploited skilful and use workmanlike manner; j) the Contract shall be performed by a sufficient number of the Contribution shall not infringe or violate any contractappropriately experienced, express or impliedqualified and trained Staff with all due skill, to which the Author, or any co-author, who had entered into this Agreement,is a party care and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, diligence; k) it shall at all times comply with the Quality Standards and, where appropriate, shall maintain accreditation with the relevant Quality Standards authorisations body; and l) it shall at all times perform its obligations under the Contract in full with: (a) all applicable anti-bribery accordance with Law and corruption laws; Good Industry Practice. B12.2 The Contractor warrants to the Council that the Goods will: B12.2.1 be free from defects in design, material and (b) all applicable data protection workmanship and electronic privacy remain so for 12 months after the Delivery Date ; B12.2.2 be so formulated, designed, constructed, finished and marketing laws packaged as to be safe and regulations; without risk to health; B12.2.3 of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), fit for purpose as may be updated required by the Publisher at any time in its sole discretion. The Publisher shall notify Specification or held out by the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement Contractor; B12.2.4 provided in accordance with the Clause "Termination"Contract, correspond with the Specification and any drawings, samples or descriptions provided by the Contractor; and B12.2.5 be fit for any purpose held out by the Contractor or made known to the Contractor by the Council expressly or by implication, and in this respect the Council relies on the Contractor’s skill and judgement. The Publisher reserves Contractor acknowledges and agrees that the approval by the Council of any designs provided by the Contractor shall not relieve the Contractor of any of its obligations under this Clause 12.2. B12.3 Without prejudice to the Council’s right to amend and/or terminate the Contract, if any of the Goods supplied are not in accordance with the Contract, the Council shall be entitled to: B12.3.1 require the Author Contractor to amend repair the Contribution at Goods or to supply replacement Goods in accordance with the Contract as soon as reasonably practicable and in any time event within fourteen (14) working days of a request to remove do so; or B12.3.2 subject to clause E2 (Indemnity and Liability), treat the Contract as discharged by the Contractor’s breach and require the repayment of a proportion of the Contract Price which has been paid together with payment of any actual or potential additional expenditure over and above the Contract Price reasonably incurred by the Council in obtaining replacement Goods. B12.4 The Contractor acknowledges that any breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal in Clause B12.1 and/or B12.2 and/or B12.3 shall not affect the warranties and representations given be remedied by the Author in Contractor at no cost to the Council and within such period of time notified to the Contractor by the Council. Failure to comply with the time limit specified by the Council pursuant to this AgreementClause B 12. shall constitute a material breach of this Contract and this Contract may be terminated by the Council pursuant to Clause D3.1.(Termination on Default).

Appears in 2 contracts

Samples: Contract for the Supply of Goods, Contract for the Supply of Goods

Warranty. 7.1 The Author warrants and represents that: : (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. . 7.2 The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: : (a) all applicable anti-bribery and corruption laws; and and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and and (c) the Publisher's ethic rules (as laid down in the Book Authors' Code of Conduct currently available online at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), as may be updated by the Publisher at any from time in its sole discretion. The Publisher shall notify the Author to time (provided that in the event of material changes the Publisher shall notify the Author by email or other written means email) (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". . 7.3 The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 2 contracts

Samples: Publishing Agreement, Publishing Agreement

Warranty. The Author warrants and represents that: (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research science and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,, is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: (a) all applicable anti-bribery and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conductxxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 2 contracts

Samples: Publishing Agreement, Publishing Agreement

Warranty. The Author 3.1. Consultant represents, warrants and represents covenants that: (ai) the Author has full rightServices will be performed in a professional and workmanlike manner, power in accordance with industry standards; (ii) the Services will conform to the requirements and/or specifications set forth in the corresponding Statement of Work; (iii) Consultant will comply with all applicable laws, rules and authority regulations in the course of performing the Services; (iv) none of the Services or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to enter into and perform its obligations others; (v) all work under this Agreement; Agreement will be Consultant’s original work and (bA) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use none of the Contribution shall in no way whatever infringe Services or Inventions or any development, use, production, distribution or Exploitation thereof will infringe, misappropriate or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right of any person or interest of entity (including, without limitation, Consultant) and (B) no Invention will embody or incorporate or be linked with any third party subject only software or other intellectual property (including, without limitation, any open source software) without the prior written consent of Company; (vi) Consultant has the full right to provide Company with the assignments and rights provided for herein; (vii) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect; (viii) all past and existing employees, independent contractors/consultants and personnel of Consultant (and any other individual or entity) who have participated or will be participating in the Services or the creation or development of Inventions or had or will have access to Proprietary Information (“Contributors”) have executed written agreements pursuant to which Consultant has received sufficient rights to allow it to fully comply with its obligations under this Agreement (which agreements will include, without limitation, provisions pursuant to which each such Contributor has (A) assigned to Consultant free and clear of all liens and encumbrances his or her entire right, title and interest in and to all Inventions which are made or reduced to practice by the Contributor during his or her employment or engagement and (B) agreed to terms and conditions substantially similar to Section 2.2 of this Agreement not to disclose or use any proprietary rights, trade secrets or Proprietary Information learned or acquired during the course of such employment or engagement, including without limitation, any Services and/or Inventions) (each a “Contributor Agreement”); (ix) and to the provisions extent requested by Company, in addition to Contributor Agreements, Consultant will have each Contributor sign (prior to any involvement in the Clause "The Author's Responsibilities" regarding Third Party Material Services or access to Proprietary Information) such documents directly with Company as Company may request from time to time with respect to intellectual property, proprietary information and other matters relevant to the Services; Consultant hereby acknowledges and agrees (as defined aboveA) that such documents will govern over (and that neither such documents nor performance thereof or compliance therewith will be deemed to breach) any conflicting or inconsistent provision of any agreement between Consultant and either Company or any such Contributor, and (B) that Company is also free to request and obtain such documents directly from any such Contributor); and (cx) Consultant is an independent business and is either a sole proprietorship or duly organized, validly existing and in good standing as a corporation or other entity under the Contribution laws and regulations of its jurisdiction of incorporation or organization. 3.2. With respect to any Proprietary Information that constitutes personal data, personal information, personally identifiable information or similar information under applicable privacy or data security laws (collectively, “Personal Information”), Consultant shall not contain anything sell or share any Personal Information and shall refrain from taking any action that may would cause religious any transfers of Personal Information to or racial hatred from Consultant to qualify as a sale or encourage terrorism sharing of Personal Information under applicable data protection laws. Consultant shall not collect, retain, share or unlawful acts use any Personal Information (i) except as necessary for the specific purpose of performing the Services for Company pursuant to this Agreement or be defamatory in accordance with Company’s instructions, (or contain malicious falsehoods)ii) outside of the direct business relationship between Company and Consultant, or be otherwise actionable, (iii) in a manner that would constitute using Personal Information for a commercial purpose other than the business purpose specified in this Agreement (including, but not limited to, combining Personal Information received from Company with other non-Company data or information). Consultant acknowledges and confirms that it does not receive any action related Personal Information from Company as consideration for any Services provided to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law Company and that informed consent to publish has been obtained all such Personal Information is received by Consultant for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into a business purpose specified in this Agreement,is a party and any academic institution, employer or other body . Except as expressly set forth in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, Consultant shall at all times not have, derive or exercise any rights or benefits regarding Personal Information provided by Company. Consultant represents, warrants and covenants that it understands the requirements of and shall comply in full with: (a) all applicable anti-bribery and corruption laws; and (b) with all applicable data protection laws, including without limitation the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 et seq.) as amended by the California Privacy Rights Act (the “CCPA”), and electronic privacy (ii) the Virginia Consumer Data Protection Act (VA. Code §§ 59.1-575 et seq.) (the “VCDPA”), in each case as updated, amended or replaced from time to time. Consultant shall notify Company if Consultant makes a determination that it can no longer meet its obligations under applicable data protection laws. Consultant shall maintain the confidentiality of Personal Information and, where Consultant engages a sub-processor, notify Company of each such engagement and marketing require that each sub- processor processing Personal Information on Consultant’s behalf enter into a written contract with Consultant requiring that person meet the obligations of applicable data protection laws and regulations; be subject to a duty of confidentiality with respect to such processing. If any individual contacts Consultant to make a request pertaining to their Personal Information, Consultant shall promptly forward the request to Company and (c) shall not respond to the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct)individual except as instructed by Company. Consultant shall promptly take such actions and provide such information as Company may request to help Company fulfill requests of individuals to exercise their rights under the applicable privacy or data security laws, including, without limitation, requests to access, delete, opt-out of the sale of, or receive information about the processing of, Personal Information pertaining to them. Consultant agrees to cooperate with Company to further amend the Agreement as may be updated necessary to address compliance with applicable privacy or data security laws. Consultant will also follow industry standards to safeguard and maintain the integrity of Personal Information, including utilizing appropriate security and backup procedures designed to prevent unauthorized access, use, alteration or disclosure of Personal Information, and acknowledges that Company may, upon written notice, take such reasonable and appropriate steps as may be necessary to (A) ensure or monitor Consultant’s compliance with applicable data protection laws and the terms of this Agreement and (B) stop and remediate any unauthorized use of Personal Information by Consultant. Consultant may process Personal Information provided by Company only as long as required to provide the Publisher at any time in its sole discretionServices to Company under this Agreement or by applicable law or regulation, and shall return or delete all Personal Information provided by Company under this Agreement upon Company’s written request. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any terms “business purpose,” “commercial purpose,” “process,” “sale,” “sell” and “share” are as defined under applicable data protection laws, including without limitation Section 1798.140 of the Applicable Laws or otherwise in material breach of accepted ethical standards in research CCPA and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion Section 59.1-575 of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this AgreementVCDPA.

Appears in 1 contract

Samples: Separation Agreement (Aldeyra Therapeutics, Inc.)

Warranty. The (a) Author warrants and represents that: (a) that the Work is original; that Author is the sole author and proprietor of the Work; that Author has the full right, power and authority to enter into this agreement and perform its obligations under this Agreement; and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) grant the rights licensed granted hereunder to Dove, that there are no claims, liens, or encumbrances against the Work, that Author has not previously assigned, transferred or otherwise encumbered the Work in any manner which will conflict, interfere with, or impair the Clause "Rights Granted" rights granted to Dove herein. Author further warrants and use of represents that the Contribution shall in no way whatever Work, when published by Dove, will not infringe upon any statutory or violate any intellectual property or related rights (including any common law copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to invade the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity of any third person, or contain any other personal matter that is defamatory, libelous or human right slanderous or otherwise in contravention of the rights of any third persons or party anywhere in the world, that nothing contained in the Work is injurious, harmful or damaging to the health of a user, and that all statements in the Work asserted as facts are true or are based upon reasonable research for accuracy. (b) Author agrees to defend and indemnify and hold harmless Dove, and its officers, directors, shareholders, employees, agents, representatives, successors, licensees, assigns, distributors and any seller of the Cassettes against any loss, liability, damage, cost, expense, claim, demand, action or proceeding that may be brought, including reasonable attorney fees and costs, arising from a breach or alleged breach of warranties set forth in this paragraph or otherwise arising from the Work or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and rights therein. (ec) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, Author shall at all times comply in full with: (a) all applicable anti-bribery and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any provide Dove with a complete copyright report of the Applicable Laws Work, to be delivered to Dove either prior to or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance contemporaneous with the Clause "Termination"signing of this agreement. The Publisher reserves Author shall be solely responsible for all costs incurred in connection with the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach preparation of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreementsaid copyright report.

Appears in 1 contract

Samples: Exclusive Publication Agreement (Dove Entertainment Inc)

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Warranty. The Author warrants and represents that: (a) the Author author has full right, power and authority to enter into and perform its obligations under this Agreement; and (b) the Author author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research science and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Authorauthor, or any co-author, who had entered into this Agreement,, is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Authorauthor, and each co-author who has entered into this Agreement, shall at all times comply in full with: (a) all applicable anti-bribery and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisherpublisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conductxxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors), as may be updated by the Publisher publisher at any time in its sole discretion. The Publisher publisher shall notify the Author author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisherpublisher, at any time any act, allegation or conduct of or about the Author author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher publisher reserves the right to amend and/or require the Author author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author author in this Agreement.

Appears in 1 contract

Samples: Publishing Agreement

Warranty. The Author Sponsorship Partner represents and warrants and represents that: (a) Sponsorship Partner’s purchase of rights under this Agreement is not conditioned on any agreement or understanding that either WPTE or any person, firm or company affiliated with or otherwise related to WPTE will require any retail licensee to purchase any goods licensed by, produced, sold or offered for sale by Sponsorship Partner; (b) it has the Author has full right, power and authority to enter into into, execute, deliver and fully perform its obligations under this Agreement, and such execution and delivery and the performance by Sponsorship Partner of its obligations hereunder do not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound; (c) this Agreement, when executed and delivered by Sponsorship Partner, will be its legal, valid and binding obligation enforceable against Sponsorship Partner in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally; (f) Sponsorship Partner’s Trademarks shall not violate or infringe upon the rights (including, without limitation, any copyright, trademark, service xxxx, literary, right of privacy or publicity, or tort or contract right) of any third party; (g) Sponsorship Partner’s website shall at all times, comply with the Website Affidavit set out in Attachment C and this warranty shall survive any termination or expiration of this Agreement; and (h) Sponsorship Partner shall pay the Sponsorship Fee and the dates indicated as set forth in this Agreement. WPTE represents and warrants that: (a) it has the power and authority to enter into, execute, deliver and fully perform its obligations under this Agreement, and such execution and delivery and the performance by WPTE of its obligations hereunder do not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound; and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, when executed and delivered by WPTE, will be its legal, valid and binding obligation enforceable against WPTE in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. In addition to being true as of the date first written above, each of the foregoing representations, warranties and covenants shall be true at all times comply in full with: (a) during the Term hereof and, except as provided for above, during all applicable anti-bribery times thereafter. Each party acknowledges that each of such representations, warranties and corruption laws; covenants are deemed to be material and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), as may be updated have been relied upon by the Publisher at other party notwithstanding any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given investigation by the Author in this Agreementother party.

Appears in 1 contract

Samples: Television Sponsorship Agreement (WPT Enterprises Inc)

Warranty. The Author Each party represents and warrants that its execution, delivery and performance of this Agreement and any and all Program Exhibits hereunder (i) have been duly authorized by requisite corporate action on the part of such party; and (ii) will not constitute a violation of any applicable laws, regulations, ordinances or codes; a violation of any judgment, order or decree; a default under any contract by which it or any of its assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default. Each party shall comply with export regulations and the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and the anti-corruption laws of other countries, as applicable to its performance under this Agreement. Each party represents and warrants that: , in its performance under this Agreement and all Program Exhibits, it has not, and will not at any time, directly or indirectly (a) through a subcontractor or other third party), pay, offer, give or promise to pay or give, or authorize the Author has full rightpayment of, power any monies or any other thing of value to influence the improper performance of any individual government officials and authority employees of state-owned enterprises. Each party shall promptly inform the other in writing upon becoming aware of any violation of laws in connection with this Agreement. Each party will conduct regular training sessions to enter into ensure that its employees, third parties, and perform anyone working on its behalf in the performance of its obligations under this Agreement; and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution Agreement and all Program Exhibits are aware of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: (a) abide by all applicable anti-bribery and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct). EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarshipTHE SOLUTIONS, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or ifCOLLATERAL, in the opinion of the PublisherPROPRIETARY MARKS, at any time any actCONFIDENTIAL INFORMATION AND ALL OTHER SERVICES OF EACH PARTY ARE PROVIDED HEREUNDER “AS IS” AND, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disreputeWITH RESPECT TO THE FOREGOING, or is likely to do soTHE PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this AgreementWHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON‑INFRINGEMENT OF THIRD PARTY RIGHTS.

Appears in 1 contract

Samples: Master Alliance Agreement

Warranty. The Author warrants and represents that: (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: (a) all applicable anti-bribery and corruption laws; and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and (c) the Publisher's ethic rules (as laid down in the Book Authors' Code of Conduct currently available online at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), as may be updated by the Publisher at any from time in its sole discretion. The Publisher shall notify the Author to time (provided that in the event of material changes the Publisher shall notify the Author by email or other written means email) (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 1 contract

Samples: Publishing Agreement

Warranty. The Author Contractor represents and warrants and represents that: that (ai) the Author has full right, power and authority Contractor Works shall be original with Contractor except as to enter into and perform its obligations under this Agreementmatters within the public domain which are clearly identified by Contractor as such; and (bii) the Author is the sole legal owner of Contract Works shall conform to any and all plans, writings, documents (and/or has been fully authorised by any additional rights owner to grantin whatever form) the rights licensed and specifications contained in the Clause "Rights Granted" Request for Proposal, Response to Request for Proposal, Project Plan and Cost Estimate and Project Order Form; (iii) Contractor has taken all steps necessary and appropriate to authorize the execution and performance hereof; (iv) neither the Contractor Works nor their use of shall infringe upon or violate the Contribution shall in no way whatever infringe intellectual property rights, including without limitation any patent, copyright, trademark, trade secret or other proprietary right of, or violate any intellectual property common law or related rights (including any copyright, database right, moral right or trademark right) or any other right of, any person, firm or interest of any entity, and contractor has secured all third party subject only rights, licenses or other permissions necessary to the provisions allow Contractor and CTN to use and/or incorporate such third party's technology, graphics, consent or other materials in the Clause "The Author's Responsibilities" regarding Third Party Material Sites; (as defined above); v) Contractor has not previously granted and (c) the Contribution shall will not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, grant any action related to any injury resulting from the use of any practice or formula disclosed rights in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution Contractor Works to any third party and which are inconsistent with the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent rights granted and/or assigned to publish CTN herein; (vi) Contractor has been obtained for all research or other featured participants; and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, full power to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. The Author warrants and represents that the Author, and each co-author who has entered enter into this Agreement, to carry out its obligations hereunder and to grant/assign the rights herein granted/assigned to CTN and the person executing this Agreement on behalf of Contractor is authorized to do so on behalf of Contractor; (vii) the Services provided hereunder shall at all times comply be performed in full with: (a) all applicable anti-bribery a good and corruption lawsworkmanlike manner, free of errors or defects in design, material and workmanship; and (bviii) upon completion of the development of any and all applicable data protection Contractor Works hereunder, CTN shall have unencumbered title to such Contractor Works free and electronic privacy clear of all defects, liens and marketing laws and regulationsimperfections; and (cix) Contractor will not take any action or fail to take any action which would interfere with the release of any and all Contractor Works; (x) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct)Contractor Works shall be "Year 2000 Compliant" as follows: the coding, as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or software, hardware, firmware, middleware, embedded chips and other written means (the "Applicable Laws"). If the Author is in material breach of any technology components of the Applicable Laws Contractor Works will, without interruption or otherwise in material breach of accepted ethical standards in research and scholarshipmanual intervention, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list1) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate perform all functions required by this Agreement through 1999 and following December 31, 1999 with no diminution or change in accordance performance, functionality, accuracy or otherwise; (2) provide correct results in forward and backward data calculation spanning century boundaries, and otherwise correctly process, provide and/or receive date data within and between the twentieth and twenty-first centuries; (3) accept date data from other systems and sources (whether in two digit or four digit format) and properly recognize, calculate, sort, store, output, sequence and otherwise process such data in a manner that eliminates any century ambiguity; (4) recognize February 29, 2000 and correctly process date data for the year 2000 and all subsequent leap years; (xi) as soon as practicable after execution of this Agreement Contractor will obtain appropriate and enforceable agreements with its employees and independent contractors in order to effectuate the Clause "Termination". provisions contained in Section 12; and (xii) Contractor shall not, during the term of this Agreement and continuing for a period of twelve months after the termination of services by Contractor, employ directly or indirectly any CTN employee or employee of CTN's member Companies who has worked directly with an employee or agent of Contractor in connection with this Agreement.. The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal foregoing shall not affect apply to elements or materials provided to Contractor by or on behalf of CTN for use in creating the warranties and representations given by the Author in this AgreementContractor Works.

Appears in 1 contract

Samples: Interactive Services Agreement (College Television Network Inc)

Warranty. 8.1 The Author warrants and represents that: : (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research science and understanding true and accurate; and and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contractanycontract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,, is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. . 8.2 The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: : (a) all applicable anti-bribery and corruption laws; and and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conductxxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". . 8.3 The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 1 contract

Samples: Publishing Agreement

Warranty. 7.1 The Author warrants and represents that: : (a) the Author has full right, power and authority to enter into and perform its obligations under this Agreement; and and (b) the Author is the sole legal owner of (and/or has been fully authorised by any additional rights owner to grant) the rights licensed in the Clause "Rights Granted" and use of the Contribution shall in no way whatever infringe or violate any intellectual property or related rights (including any copyright, database right, moral right or trademark right) or any other right or interest of any third party subject only to the provisions in the Clause "The Author's Responsibilities" regarding Third Party Material (as defined above); and and (c) the Contribution shall not contain anything that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Contribution and all of the purported facts contained in the Contribution are according to the current body of research and understanding true and accurate; and and (d) there is no obligation of confidentiality owed in respect of any contents of the Contribution to any third party and the Contribution shall not contain anything which infringes or violates any trade secret, right of privacy or publicity or any other personal or human right or the processing or publication of which could breach applicable data protection law and that informed consent to publish has been obtained for all research or other featured participants; and and (e) the Contribution has not been previously licensed, published or exploited and use of the Contribution shall not infringe or violate any contract, express or implied, to which the Author, or any co-author, who had entered into this Agreement,is a party and any academic institution, employer or other body in which work recorded in the Contribution was created or carried out has authorised and approved such work and its publication. . 7.2 The Author warrants and represents that the Author, and each co-author who has entered into this Agreement, shall at all times comply in full with: : (a) all applicable anti-bribery and corruption laws; and and (b) all applicable data protection and electronic privacy and marketing laws and regulations; and and (c) the Publisher's ethic rules (available at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/gp/authors/book-authors-code-of-conduct), as may be updated by the Publisher at any time in its sole discretion. The Publisher shall notify the Author in the event of material changes by email or other written means (the "Applicable Laws"). If the Author is in material breach of any of the Applicable Laws or otherwise in material breach of accepted ethical standards in research and scholarship, or becomes the subject of any comprehensive or selective sanctions issued in any applicable jurisdiction (e.g. being subject to the OFAC sanctions list) or if, in the opinion of the Publisher, at any time any act, allegation or conduct of or about the Author prejudices the production or successful exploitation of the Contribution and the Work or brings the name and/or reputation of the Publisher or the Work into disrepute, or is likely to do so, then the Publisher may terminate this Agreement in accordance with the Clause "Termination". . 7.3 The Publisher reserves the right to amend and/or require the Author to amend the Contribution at any time to remove any actual or potential breach of the above warranties and representations or otherwise unlawful part(s) which the Publisher or its internal or external legal advisers identify at any time. Any such amendment or removal shall not affect the warranties and representations given by the Author in this Agreement.

Appears in 1 contract

Samples: Publishing Agreement

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