We have recently encountered some problems with authors not wanting to sign off on the agreement due to problems with the Author Indemnification Clause :
Author’s Indemnification: You agree to hold the University, its officers, agents and employees harmless from any claim, action, or proceeding alleging facts that constitute a breach of any warranty enumerated in this Agreement and further agree to indemnify and hold harmless the University, its officers, agents, and employees against expenses and attorneys’ fees that may be incurred in defense against each claims, action, or proceeding.
After speaking at length with the Business Contracts Department, it has been determined that the author indemnification clause CANNOT be removed from the agreement.
Per Business Contracts:
The Regents’ standing orders allow the University to make promises in agreements that are related to acts (or failures to act) under the University’s control.
At a simple level, indemnification means that one party agrees to protect the other party from financial loss that might arise out of the agreement, based on a claim or demand by someone who isn’t part of the agreement (a third party). In the copyright assignment agreement, the author’s indemnification of the University is related to the breach of any (Author) warranty enumerated in the Agreement.
As an example, one of the author’s warranties is that the manuscript doesn’t infringe another party’s copyright. The University didn’t write the manuscript (an act not under the control of the University), so the University doesn’t want to assume the financial liability of defending an allegation of copyright infringement.
Please advise the authors of the above information if they questions the indemnification clause, and advise them that if an author refuses to sign the author copyright transfer agreement with the author indemnification clause left intact, the Journal will be UNABLE to publish the author’s article.