Ownership of Published Work. Co-Author represents and warrants that the published work is their sole intellectual property and that no other similar agreements governing this work exists. Co-Author further warrants that the published work does not infringe on copyrights, trademarks or other intellectual property rights of third parties and Co-Author hereby indemnifies BHP against any claims by third parties to these rights. Co-Author warrants that any statements in the published work presented as fact are true and accurate. If Co-Author is found to have violated the provisions of this clause, BHP has the right to remove the published work from the Publication immediately.
Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings between the parties hereto, with respect to the subject matter hereof, and supersedes all prior and contemporaneous writings, agreements and understandings, inducements or conditions pertaining thereto, expressed or implied, oral or written, except as contained herein.
Headings. The section headings in this Agreement are for reference purposes only and shall not define, limit or affect the meaning or interpretation of this Agreement.
Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, this Agreement may not be assigned in whole or in part without the prior written consent of the other party; provided, however, this Agreement may be assigned by BHP to a purchaser of all or substantially all of its assets or the survivor of a merger of BHP and another entity or any other such successor of BHP’s business.
Governing Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the Maryland, notwithstanding any conflicts of laws, doctrines of such states or other jurisdictions to the contrary.
Amendments. No amendment, alteration or modification of this Agreement shall be valid unless each such instance, amendment, alteration or modification is expressed in a written instrument duly executed by both parties hereto.
No Waiver. The failure of any party to insist, in any one or more instances, on performance of any of the terms and conditions of this Agreement, shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of such term, covenant or condition, but the obligations of the parties, with respect thereto, shall continue in full force and effect.
Construction of Terms. It is the agreement of the parties that in case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. In case any one or more of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject matter, such provision shall be construed by limiting and reducing it as determined by a court of competent jurisdiction, so as to be enforceable only to the extent compatible with applicable law. BHP is the drafter of this agreement and any ambiguities shall not be construed against it as such.