英文版权合同doc.docx

1、英文版权合同doc Memorandum of Agreementmade this 20th day of December 2010BETWEENABWHEREAS the Parties wish to collaborate to reprint, translate and/or adapt as China Editions (the China Editions), for the Peoples Republic of China (excluding Hong Kong, Macau and Taiwan), titles originally published by Ca

2、mbridge University Press (the Original Works), and to publish the China Editions under the joint imprints of Cambridge University Press and CHINESE PUBLISHER, and then to promote, distribute and sell the China Editions in the Peoples Republic of China (excluding Hong Kong, Macau and Taiwan). IT IS M

3、UTUALLY AGREED between the Parties hereto as follows:Principles of collaboration1.1 Publication of the China Editions shall be at the risk and expense of the Parties jointly, and costs and revenue shall be divided between the Parties as provided under this Agreement.1.2 Where copyright in the Origin

4、al Works is held by Cambridge solely, copyright in the corresponding China Editions shall be held jointly by Cambridge and CHINESE PUBLISHER during the term of this Agreement without prejudice to Cambridges sole and exclusive rights in the Original Works. Where copyright in the Original Works is not

5、 held by Cambridge solely or Cambridge holds only the necessary rights under license from the copyright holder of the Original Works for, amongst other things, the publication of the Original Works as the China Editions, Cambridge and CHINESE PUBLISHER shall jointly own copyright in Cambridges and C

6、HINESE PUBLISHERS new contributions to the China Editions (i.e. new content, design, layout, translations etc., not found in the Original Works) during the term of this Agreement without prejudice to the copyright holders own rights in the Original Works as used in the China Editions. For the avoida

7、nce of doubt, except as expressly mentioned in this Agreement, neither Party shall exercise or permit the exercising of any primary or subsidiary rights in the China Editions (by, for example, publishing or licensing rights permitting the publication of, amongst other things, reprint, revised, deriv

8、ative, translation and adapted editions of the China Editions) on its own or jointly with any third-party without securing the prior written agreement of the other Party.1.3 CHINESE PUBLISHER shall have the right to use the name and logo of Cambridge University Press solely in connection with the pu

9、blication, promotion, distribution and sale of the China Editions during the term of this Agreement only and no other use may be made of the said name and logo without the prior approval of Cambridge in writing. For the avoidance of doubt, the China Editions shall bear the joint imprints of Cambridg

10、e University Press and CHINESE PUBLISHER only, and shall be published under Chinese ISBNs provided by CHINESE PUBLISHER, such Chinese ISBNs having been lawfully procured by CHINESE PUBLISHER for the purpose of publishing the China Editions.1.4 CHINESE PUBLISHER shall undertake the promotion, distrib

11、ution and sale of the China Editions in the Peoples Republic of China (excluding Hong Kong, Macau and Taiwan) only (this territory hereinafter referred to as the Area). CHINESE PUBLISHER shall not promote, distribute or sell the China Editions outside the Area, or distribute or sell them directly or

12、 indirectly to any person or organisation in the Area knowing or having reason to believe that they shall be re-sold outside the Area. 1.5 The Original Works to be published as China Editions are listed as Schedule A to this Agreement. Further schedules may be added to this Agreement (e.g. as Schedu

13、les A.2, A.3, A.4 etc.) to provide for the publication of additional Original Works as China Editions subject to the mutual agreement of the Parties in writing.1.6 Nothing in this Agreement shall be construed as preventing Cambridge from publishing or co-publishing on its own or with any third-party

14、, or permitting the publishing or co-publishing by any third-party of, the Original Works or parts thereof in any form or media provided that during the term of this Agreement Cambridge shall not publish or co-publish, or permit the publishing or co-publishing by third-parties, within the Area, of a

15、ny work using the Original Works or parts thereof that is in form, content and media closely similar to the China Editions without first securing CHINESE PUBLISHERs consent in writing (e-mail correspondence shall suffice).1.7 For the avoidance of doubt, neither Party shall: 1.7.1 represent itself as

16、 an agent of the other Party for any purpose; 1.7.2 give any condition or warranty or make any representation on the other Partys behalf or commit the other Party to any contracts or obligations; 1.7.3 without the other Partys prior written consent make any promises or guarantees in relation to the

17、China Editions; or 1.7.4 otherwise incur any liability on behalf of the other Party.Responsibilities of the Parties2.1.1 Cambridge shall be responsible for obtaining the consent of the copyright holders (and/or, where appropriate as determined by Cambridge solely, the authors) of the Original Works

18、to the publication of the China Editions.2.1.2 CHINESE PUBLISHER shall be responsible for obtaining all necessary permissions for the reproduction in the China Editions of any third-party materials that may be included in the China Editions (including any third-party materials in the Original Works

19、reproduced in the China Editions), and for the payment of relevant fees. CHINESE PUBLISHER indemnifies Cambridge against any loss, injury, damage and expense (including any legal costs and disbursements paid by Cambridge on the advice of Counsel to compromise or settle any claim) occasioned to Cambr

20、idge in consequence of any failure by CHINESE PUBLISHER to discharge its obligations under this clause 2.1.2 and clause 2.2 below.2.2 CHINESE PUBLISHER shall be responsible for the agreements with any adapters, translators, illustrators and other contributors to the China Editions, such agreements t

21、o be on a work-for-hire basis whereby full copyright in the contributions is assigned to Cambridge-CHINESE PUBLISHER jointly, and for the payment of relevant fees. 2.3 CHINESE PUBLISHER in consultation with Cambridge, and subject to Cambridges approval of the Print-Run Report, shall be responsible f

22、or the reprinting, translating and/or adaptation of the Original Works as the China Editions, and for the editing and design of the China Editions. The CHINESE PUBLISHER shall cause any reprinting or translation of the Original Works as the China Editions to be made faithfully and accurately, and an

23、y adaptation of the Original Works as the China Editions shall be made in a manner consistent with an adaptation plan submitted to and approved by Cambridge in writing (e-mail correspondence shall suffice).2.4.1 Cambridge shall, at its sole discretion, provide CHINESE PUBLISHER with electronic files

24、 for Original Works existing in print format, and with master tapes/CDs and/or DVDs for Original Works existing in audio-visual formats. CHINESE PUBLISHER shall be responsible for paying the relevant fees for these electronic files and master tapes/CDs and/or DVDs, and CHINESE PUBLISHER shall be res

25、ponsible for the manufacture of the China Editions subject to Cambridges approval of the production costs (which shall include all pre-press and manufacturing costs, wastage and all taxes except withholding tax). CHINESE PUBLISHER may use the materials provided by Cambridge under this clause2.4.1 on

26、ly to fulfil CHINESE PUBLISHERs obligations under this Agreement, such use to be in strict compliance with any terms of use that may be imposed by Cambridge at its sole discretion from time to time.2.4.2 CHINESE PUBLISHER shall provide Cambridge with cover, back cover, copyright page and spine proof

27、s, and such other proofs of all or part of the China Editions as may be requested by Cambridge from time to time, for Cambridges approval at least one (1) month prior to manufacture. Cambridge shall submit its feedback within twenty-one (21) calendar days. If Cambridge cannot give its feedback withi

28、n the days specified, CHINESE PUBLISHER shall proceed with the manufacturing of the China Editions on the understanding that Cambridge has no objections and gives its approval. CHINESE PUBLISHER shall provide Cambridge with copies of all final electronic files of the China Editions in the format(s)

29、requested by Cambridge.2.5.1 CHINESE PUBLISHERs Print-Run Report for each China Edition shall specify its list price in local currency, discount, sales invoice price, net price, printing number, print-run, production costs (which shall include all pre-press and manufacturing costs, wastage and all t

30、axes except withholding tax), intended publication date for the avoidance of doubt, time shall be of the essence and failure to meet the intended publication deadline (or any alternative publication date that may subsequently be agreed between the Parties in writing e-mail correspondence shall suffi

31、ce) shall be a material breach of this Agreement, minimum print-run and sales forecasts for a five-year period and total payment amount, and shall be subject to Cambridges approval, such approval to be secured in advance of CHINESE PUBLISHER incurring any costs in respect of the China Editions and e

32、videnced by the adding of the Print-Run Report as a Schedule B to this Agreement as set out under clauses 3.1.1 and 3.1.2 below. 2.5.2 CHINESE PUBLISHER agrees to notify Cambridge of any planned reprinting of the China Editions with a Print-Run Report and shall follow the guidelines as covered in clause 2.5.1 above. 2.6.1 Cambridge shall be entitled to arrange for an independent auditor to undertake an annual audit at CHINESE PUBLISHERs warehouse on the number of copies of each of the China Editions in stock. The cost of such inspection shall be borne by Cambridge unless there is a discre