Далёкая музыка - [89]

WHEREAS, Harper Row on April 14, 1967 entered into a Memorandum of Agreement with PATIENTIA ESTABLISHMENT acting as undisclosed agent for Copex, for the purchase of certain rights in a manuscript written by SVETLANA ALLILUEVA; and

WHEREAS, the parties now desire to supplement said agreement with regard to the said rights;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows:

1. Copex hereby sells, conveys, grants, assigns and sets over, to Harper Row, the English language book publication rights in and to a work by Svetlana Allilueva entitled TWENTY LETTERS TO A FRIEND, in the United States of America, its territories and possessions and the Dominion of Canada, TO HAVE AND TO HOLD forever and absolutely for itself, its successors and assigns.

The rights sold and granted are complete and exclusive hard cover book publication rights, paperback and reprint rights and book-club rights in the above stated territory. These rights may be exercised by Harper Row or licensees of Harper Row, during the term of copyright of the said work and any renewal and extensions thereof.

2. Harper Row agrees to submit to Copex, for its prior written approval, any proposed licence of paperback, reprint and book-club rights prior to execution thereof, which approval shall not be unreasonably withheld.

3. The parties agree that the Memorandum of Agreement, consisting of four pages and an additional Schedule of three pages, shall be deemed a part of this agreement as if fully set forth herein, except that «Copex» shall be substituted in every instance for «Patientia».

4. Harper Row agrees to register copyright in the said work in the name of Copex in the United States of America, and to include in all editions of the said work a copyright notice in the name of Copex in conformity with copyright law of the United States of America, the Universal Copyright Convention and the Berne Convention. Copyright in the English language translation shall be in the name of the translator.

5. Harper Row agrees to act as the agent of Copex in connection with the disposition of first and second North American English language serial rights in and to the said book to the extent Copex requests it to so act. Notwithstanding the extent of the activity of Harper Row on behalf of Copex, it shall receive 10 % of the proceeds of such disposition. Copex agrees to notify Harper Row of any negotiations it may conduct for first and second serial publication and for any other publication in any form in whole or in part, prior to the book publication contemplated by this agreement, in order that Harper Row may fully comply with all copyright requirements of the United States of America.

If any registered copyright in the said work or any part thereof shall be procured in the name of any party other than Copex prior to publication of the hard cover edition of Harper Row, Copex agrees to deliver to Harper Row legally recordable assignments of such copyright or copyrights in the name of Copex before the hard cover edition goes to press, except that the terms of this subparagraph shall not apply to translations of the work from the Russian language.

6. Copex further agrees to notify Harper Row of the names of the publishers of all hard cover editions of the work outside the United States of America and of the dates of publication of such editions promptly upon receipt of such information by Copex.

7. Copex represents and warrants to Harper Row that it is the sole proprietor of the said work; that the said work is original and does not infringe upon any statutory copyright or upon any common law right, proprietory right, or any other right whatsoever; that the said book contains no matter which is scandalous, obscene, libelous, in violation of any right of privacy, or otherwise contrary to the laws of the territory stated in Paragraph 1 hereof; that Copex is the sole and exclusive owner of the rights herein sold to Harper Row; that it has not previously assigned, pledged or otherwise encumbered the same; and that it has full power to enter into this agreement and to make the sale and other grant herein contained.

Copex agrees to indemnify Harper Row for, and hold it harmless from, any loss, expense (including reasonable attorneys' fees), or damage occasioned by any claim, demand, suit or recovery arising out of any breach of the foregoing warranties as determined by judgement finally sustained. If such claim, demand or suit is successfully defended, it is understood that Copex's indemnity hereunder shall be limited to fifty per cent (50 %) of the costs incidental to the defence of such claim, demand or suit.

8. If, in the reasonable opinion of Harper Row, there appears to be substantial risk of liability to third persons or of action against the work by the United States or Canadian governments, and if Copex, upon request by Harper Row, refuses to share equally with Harper Row in the cost (including reasonable attorneys' fees) to be incurred by Harper Row in connection with the elimination of and/or lessening of such risk or, having consented to share equally in such costs, Copex refuses to authorize changes to be made in the manuscript as recommended by Harper Row and/or its representatives, Harper Row, as owner of publication rights, may postpone or cancel publication without further liability to Copex.