Ping: Lawyers

[King of New York]

Hi lawyers,

I have a question about hold-harmless and indemnification clauses.

I signed a contract with someone (in this case, a book publisher), and the contract states that I have agreed to hold the producer harmless and indemnify it against all damages, suits, judgments, and so on, if and when the publisher violates the contract. The publisher now wants to violate the contract by publishing the book in a format other than the one stipulated in the contract.

Does that mean that the publisher can do anything that it wants, and I cannot sue no matter what? And if that is what it means, then in what sense is this a "contract," with both parties undertaking mutual obligations? How ironclad are these indemnification clauses?

[ISiddiqui]

Hold Harmless/Indemnification Clauses are usually there so that if the publisher is sued as related to your book, you would 'indemnify', or pay the damages or claims, or you would agree not to sue in certain circumstances (like 'act of God', unforseen circumstances, or whatnot).

It doesn't mean you cannot sue for breach of contract.

[King of New York]

ISiddiqui,

Thanks a bunch for the quick reply.

KoNY

[digamma]

It is also likely that their indemnification clause is limited to the scope of their authority under the agreement. In other words, if they get sued for/while publishing your book in an unauthorized format that is not part of your contract with them, you shouldn't be on the hook to indemnify them for such a claim.

[NoMyths]

As a fellow writer, I have a more than passing interest in such situations. What format are they wanting to release in vs. the original contract?

[King of New York]

Thanks guys.

NoMyths,

It's an academic reference book that I've edited--a collection of 36 different articles by about 25 different authors.

The whole thing is done, but now the publisher wants to release it exclusively as an electronic text, with no paper copies.

I have no objections to e-text. In fact, for reference works, it makes some sense. But releasing it exclusively as an e-text is going to hurt me and my authors professionally--when it comes to promotions and raises, publications in print carry a lot more weight than electronic publications. Also, it will cost them a lot less to produce the book as an e-text, yet at present they are proposing no change to my compensation or that of my authors (i.e., they keep all the savings.)

We'll see what happens.