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Sample Translation Rights
Agreement
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AGREEMENT made by and between O'Reilly Media, Inc., 1005 Gravenstein Highway North, Sebastopol, California, USA
(hereinafter "O'Reilly"), and [Signing Publisher] of
[Country], (hereafter "[Signing Publisher]"),
on this date __________, 2001 (hereafter "Effective Date").
WHEREAS O'Reilly is the sole and exclusive owner of the rights
which are the subject of this agreement; and
WHEREAS [Signing Publisher] desires to obtain the rights to
translate and publish [Native Language] edition, hereinafter
"Translation" of the publication entitled, [Book] hereinafter
"the Work."
NOW THEREFORE it is mutually agreed as follows:
1. GRANT OF RIGHTS
O'Reilly hereby grants to [Signing Publisher] the exclusive
right to translate the Number Edition only of the Work into the
Native [Language] and to publish and sell copies of such
translation in volume form only throughout the following:
The World
This Agreement does not grant any rights with respect to subsequent
editions of the Work.
2. ROYALTY RATES ON SALES AND REMAINDERS
With respect to all copies of the Translation sold, [Signing
Publisher] shall pay to O'Reilly in United States currency,
royalties as follows, based on the local list price received by
[Signing Publisher] for sales of the Translation:
[Percentage] %
Signing Publisher shall sell no copies of the Work as remainders
within a period of three (3) years after the first publication. If
after this three-year period [Signing Publisher] wishes to
dispose of any surplus stock as reminders at a reduced price,
[Signing Publisher] shall first notify O'Reilly of its
intention. Royalty to be paid to O'Reilly on all copies sold as
reminders shall be ten percent (10%) of the sum received by [Signing
Publisher]; however, no royalty shall be payable to O'Reilly on
remainders sold at or below [Signing Publisher] cost of paper,
printing and binding.
3. MINIMUM GUARANTEE
As a minimum guarantee of royalty, [Signing Publisher] shall
pay to O'Reilly upon signing this Agreement the nonrefundable sum of
[dollars] US currency. Said sum shall be considered as an
advance against royalties that may become due hereunder, except however,
that in the event accrued royalties total less than this amount,
O'Reilly shall retain the full amount paid pursuant to this Paragraph.
[Signing Publisher] shall pay the cost of all taxes and
preparatory fees necessary to pay the minimum guarantee.
4. REPORTS AND ROYALTY PAYMENTS
With respect to reporting on copies published and sold and paying
of royalties, [Signing Publisher] shall:
a. Immediately upon publication of the translation, submit to
O'Reilly by fax or airmail a statement giving (1) the date of
publication, (2) the total number of copies printed, and (3) the
retail price, said statement to be accompanied by 4 copies of the
initial printing.
b. Within sixty (60) days after January 1 and July 1, submit to
O'Reilly a statement concerning such preceding six (6) months giving
(1) the date and current retail price of any reprint of the Work,
(2) the total number of copies printed by [Signing Publisher],
if any, (3) the total number of copies sold by or on behalf of
[Signing Publisher] and (4) the number of copies remaining on
hand at the end of the reporting period, said statement to be accompanied
by the corresponding royalty payment required under Paragraph 2 of
the Agreement.
c. [Signing Publisher] shall permit its books of account or
records of sale to be inspected at any reasonable time during normal
business hours by a representative of O'Reilly for the purpose of
verifying the amounts due hereunder.
d. In the event of termination of this Agreement, [Signing
Publisher] shall within thirty (30) days submit (1) a final
report which provides the data required in 4.b, and (2) detailed
documentation of any royalties owed.
e. The exchange rate to be used in computing the sums owed by
[Signing Publisher] to O'Reilly in United States currency
shall be the exchange rate in effect on the appropriate day of the
Reporting Period (December 31 or June 30) as reported in the
Wall Street Journal.
f. Any local taxes levied or passed on to O'Reilly for the royalty
payments shall be borne by [Signing Publisher]
5. FAITHFUL TRANSLATION
The translation shall be made faithfully and accurately, shall be
of good literary quality, and shall consist of the whole of the
textual, pictorial, diagrammatic material, and software constituting
the Work, without alteration, abridgment, or supplement, except with
the express written permission of O'Reilly. O'Reilly reserves the
right to approve the final manuscript before its publication.
[Signing Publisher] will submit the final manuscript to
O'Reilly for review. Any comments will be forwarded to [Signing
Publisher] and required modifications made to the manuscript
before the Translation is published. O'Reilly shall forward modifications
of the manuscript within a reasonable time period.
[Signing Publisher] agrees to use the original cover art
and design of the Work. [Signing Publisher] must obtain
written approval from O'Reilly of the final cover of the Translation
before its publication.
6. COST OF TRANSLATION AND PERMISSIONS
All costs and expenses of carrying out [Signing Publisher]'s
rights and performing [Signing Publisher]'s obligations
hereunder shall be borne by [Signing Publisher], including
the costs of compensating all translators. [Signing Publisher]
agrees to obtain from all translators' proper written grants of all
rights to their work. [Signing Publisher] shall also be
responsible for obtaining and paying for any permissions for the
use of photographs, illustrations, or quotations from works copyrighted
by other than O'Reilly, which are required in connection with the
Translation.
7. SALES PROMOTION
[Signing Publisher] shall exert every reasonable effort
to promote the sale of the Translation licensed hereunder.
8. GOING OUT OF PRINT
[Signing Publisher] shall provide O'Reilly with written
notice of its intention to permit the Translation to go out of print.
For purposes of this Agreement, the Translation may be considered out
of print if [Signing Publisher] or another agency on behalf of
[Signing Publisher] sells less than two hundred fifty (250)
copies in two successive six-month periods.
9. DURATION AND TERMINATION OF THIS AGREEMENT
a. This Agreement shall be rendered invalid if not signed by
[Signing Publisher] within sixty (60) days of the Effective Date.
b. This Agreement shall terminate if the sum due upon signing under
Paragraph 3 above has not been received by O'Reilly within sixty
(60) days after date of signing by [Signing Publisher].
c. This Agreement shall terminate six (6) months after the release of
any subsequent editions of the Work, unless otherwise agreed in writing.
d. [Signing Publisher] agrees to publish the Translation within
twelve (12) months of the Effective Date. If [Signing Publisher]
fails to publish the Translation within the specified time, unless
O'Reilly grants a written extension, this Agreement shall terminate.
e. If [Signing Publisher] allows the Translation to go out
of print for more than six (6) months, all rights to the Translation
under this Agreement will revert to O'Reilly.
f. At the election of O'Reilly if [Signing Publisher] shall
fail, within thirty (30) days after notice is given by O'Reilly that
the latter is in default with respect to any of the terms of this
Agreement, to remedy such default to the satisfaction of O'Reilly,
then O'Reilly may terminate this Agreement.
g. O'Reilly shall have the right to terminate this Agreement if
ownership or control of [Signing Publisher] is changed.
Upon termination of this Agreement:
h. O'Reilly shall not be liable for any termination damages or
indemnities, and [Signing Publisher] hereby agrees not to restrain
O'Reilly from appointing an alternate licensee or from acting directly
in respect of existing and future translations.
i. If there is remaining stock, [Signing Publisher] agrees
to sell of such stock in 180 days, unless otherwise agreed in writing.
j. All the rights hereunder shall revert to O'Reilly, without prejudice
to any monies due O'Reilly from [Signing Publisher].
10. COPYRIGHT OWNERSHIP, PROTECTION, AND NOTICES
[Signing Publisher] shall, during the creation of the Translation
and upon its publication, promptly secure whatever copyright protection
may be available in the aforesaid territory with respect to the
Translation. All copyrights in the Work shall be and shall remain owned
by O'Reilly, subject only to the rights granted to [Signing
Publisher] herein. [Signing Publisher] shall display in
the English language, in all copies of the Translation in the place
which is usual in the publishing practice of its country, the original
title of the Work and the name(s) and affiliation(s) as shown on the
title page the Translation in this form:
© name of [Signing Publisher] [year of first publication
of the Translation]. Authorized translation of the English
edition © [year of first publication of the English edition]
O'Reilly Media, Inc. This translation is published and sold
by permission of O'Reilly Media, Inc., the owner of all
rights to publish and sell the same.
[Signing Publisher] shall also include any other notice required
by the applicable copyright laws for the full protection of the Work
or the Translation. The provisions of this Paragraph are of the
essence of this Agreement, and the permission to publish and sell
the Translation which is granted hereby is conditioned upon the
printing of the aforesaid copyright notices on each copy thereof.
Ownership of the copyright in the Translation shall not entitle [Signing
Publisher] to make or permit any use of the Translation other than as
permitted by Paragraph 1 hereof, and [Signing Publisher]'s only
rights in and to the Work or the Translation are those granted by
Paragraph 1.
Licensee agrees that the Nutshell Handbook trademark and
cover designs of O'Reilly's books are O'Reilly's unique trademark and
trade dress and such trademark and trade dress will only be used for
products authorized by O'Reilly.
11. INFRINGEMENT OF COPYRIGHTS
In the event the copyright in [Signing Publisher]'s translation
shall be infringed within the territory of the grant, [Signing
Publisher] shall take such steps as may be necessary to restrain
such infringement, and in the event that [Signing Publisher]
shall collect damages therefore, then [Signing Publisher] shall
thereupon pay to O'Reilly one-half of all sums so collected after
deduction of legal expenses and court fees paid by [Signing
Publisher] in enjoining said infringement and effecting the
collection of said sums. O'Reilly shall have the right and option
to engage counsel of its own choosing, to join with [Signing
Publisher] in any action to restrain infringement, or to bring
an action separately in the name of O'Reilly or Licensee.
12. ASSIGNMENT OF LICENSE
[Signing Publisher] shall not assign this license nor shall
[Signing Publisher] sublicense its rights without the prior
written consent of O'Reilly.
13. RESERVATION OF RIGHTS
All rights not specifically granted to [Signing Publisher]
in this Agreement are reserved by O'Reilly.
14. WARRANTIES AND COVENANTS
[Signing Publisher] represents, warrants and covenants that it
has full power to enter into this Agreement and to perform the services
required of it hereunder; that any advertising or promotional statements
which it publishes concerning the Translation will not, in whole or in
part, plagiarize any work, infringe any copyright or violate any right
of privacy or other personal or property right, or contain false,
misleading, fraudulent, libelous, or obscene matter or other matter which
is unlawful or which will give rise to a criminal or civil cause of
action; and that it shall at all times in the conduct of the promotion,
distribution and sale of the Translation strictly comply with all
applicable laws and regulations of the Territory.
[Signing Publisher] shall indemnify and hold O'Reilly, its
officers, directors, employees or agents harmless from any loss, expense
(including reasonable attorney's fees and disbursements) or damages
incurred by [Signing Publisher] or any of its officers,
directors, employees, or agents as a result of a breach of any of
the foregoing warranties and covenants, or any such loss, expense or
damage arising from any claim, demand, recovery, suit motion or civil
or criminal proceeding based upon or alleging in any way, in whole or
in part, facts which are contrary to, or inconsistent with, any of the
foregoing warranties and covenants. These warranties and indemnities
shall survive the termination of this Agreement.
15. US EXPORT CONTROLS
O'Reilly books and other technical data are of US origin and, as such, are
subject to export licensing and other restrictions under US law. O'Reilly
will provide information regarding US Government export and re-export
requirements on request. [Signing Publisher] will comply with all
applicable restrictions on exports and re-exports, including obtaining any
required US or local Government license, authorization or approval.
Whenever [Signing Publisher] re-sells or otherwise disposes of any
O'Reilly products, or other technical data, it will inform each transferee of
all applicable requirements and restrictions of further exports or re-exports.
[Signing Publisher] will furnish O'Reilly such documents and information
with respect to export control in such form as O'Reilly may from time to
time require.
16. LEGAL JURISDICTION
This Agreement shall be construed and interpreted under and in accordance
with the laws of the State of California, USA. The parties irrevocable
(a) agree that any suit, action or other legal proceeding arising out
of this Agreement may be brought in any federal court located in the
United States of America, and (b) consent to the Jurisdiction of any
such court in any suit, action or proceeding.
17. GIVING NOTICE
All notices, requests and demands (e.g., address changes, termination
requests, various copies of receipts, etc.) given to or made upon the
parties shall be in writing and shall be properly addressed, postage
prepaid, sent via registered or certified mail or personally delivered
to such party. Notices may be sent by facsimile transmission provided
that, in addition, a copy of such facsimile shall be sent by mail to
each addressee. The effective date of a notice for purposes of this
Agreement shall be the date on which such notice was actually received
by the party to whom it is addressed. Each party shall promptly notify
the other party of any address change.
To O'Reilly at:
O'Reilly Media, Inc.
1005 Gravenstein Highway North
Sebastopol, CA 95472-9902
USA
Attention: Cynthia Wetterlund
Phone: (707) 829-0515
Fax: (707) 829-0104
And in the case of [Signing Publisher] to:
[Address]
Attention:
Phone:
Fax:
18. ENTIRETY OF AGREEMENT
This Agreement, together with any exhibits hereto, constitutes the
sole and entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior negotiations, dealings, letters
of intent, agreements and understandings of the parties in connection
therewith. No amendment, modification or alteration of this Agreement
shall be valid unless it shall be in writing and signed by the parties
hereto.
19. HEADINGS
THE HEADINGS of this Agreement are included for convenience only and
are not part of this Agreement.
IN WITNESS WHEREOF duplicate copies
of this Agreement have been signed on behalf of O'Reilly by its duly
authorized officer, and on behalf of [Signing Publisher] by its
duly authorized officer, on the dates specified below.
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O'Reilly Media, Inc.
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[Signing Publisher]
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By: (signature)
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By: (signature)
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Name: Cynthia Wetterlund
Title: International Rights and
Licensing
Manager
Date:
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Name:
Title:
Date:
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© 2004 O'Reilly Media, Inc.
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