Author shall indemnify and hold harmless Publisher from and against all claims, suits, demands, actions and proceedings, judgments, penalties, damages, costs and expenses (including legal fees and costs), losses or liabilities of any kind which may arise or result from
The Work, or any part thereof, infringing the copyright, trademark, trade secret or other intellectual property rights of any other person,
From breach of any foregoing representations or warranties of the Author, and
Any misuse by any End User of any information or alleged information contained in the Work.
With respect to the foregoing indemnification:
(i) Author shall notify the Publisher of and keep fully advised of any claim or suit;
(ii) Publisher shall have the right to participate, at its expense, in any suit instituted against it and to approve any attorneys selected by the other party to defend it, which approval shall not be unreasonably withheld or delayed; and
(iii) Author assuming the defence of a claim or suit against the Publisher shall not settle such claim or suit without the prior written approval of the Publisher, which approval shall not be unreasonably withheld or delayed. It is understood and agreed that Author shall have the non-exclusive right to take all necessary legal actions against any infringement of the Work.
If, in the sole determination and discretion of Publisher, further marketing, publication and sale of the Work will no longer be a profitable venture, Publisher may discontinue publishing, distributing and selling Work. Publisher may terminate this Agreement at any time by giving 30 days written notice via email to Author providing Publisher pays all amounts due to Author within that time. Termination of this Agreement by either Author or Publisher shall not affect the rights of any Purchaser.