Ausnc Contributor Licence Agreement

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AusNC Contributor Licence

Agreement

AusNC Contributor Licence

Agreement

Dated the ______day of ______2011.

Between

Australian National Corpus Inc

(‘AusNC Inc’, ‘Us’ or ‘We’)

and

[#CONTRIBUTOR’S NAME#] (ABN [#CONTRIBUTOR’S ABN#])

[#CONTRIBUTOR’S ADDRESS#]

(‘Contributor’ or ‘You’)

Background

1. The Australian National Corpus (‘AusNC’) is administered by AusNC Inc. It contains material contributed to it under licence by Australian universities, institutions and individuals.

1. The Contributor is the owner or the licensee of the Intellectual Property Rights in the Material and wishes to contribute and licence that to the AusNC on the terms set out in this Licence. The Contributor wishesto make its contribution as doing so is in keeping with its commitment to learning, teaching, research and study.

1. This Licence now sets out that licence and the rights and obligations of the parties.

Licence

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AusNC Contributor Licence

Agreement

THE PARTIES now agree:

1. Dictionary

1.1TheDictionary at the end of thisLicence defines some of the terms used in it. Generally, the words beginning with capital letters are defined, unless the contrary intention appears.

1. Intellectual Property Rights
2. On and from the date the last party signs this Licence, and in return for the benefits to the parties and the mutual rights and obligations contained in this Licence, but otherwise for no fee or royalty, You grant to Us a right to Use the Intellectual Property Rights in the Material for:

(a)the Purpose;

(b)in accordance with the agreed Exclusivity;

(c)in the Territory;

(d)for the Term;and

(e)otherwise in accordance with the terms of this Licence.

2.2You reserve all of Your Intellectual Property Rights in the Material outside of the scope of the licence granted in clause 2.1.

2.3We may only sub-licence any Intellectual Property Rights obtained under clause 2.1in accordance with the Sub-Licensing Rights.

2.4We will ensure that all Site users agree to terms of use before accessing the AusNC, which terms of use will only allow use that is not inconsistent with this Licence.

2.5It will not be Our responsibility to monitor, police, investigate or prosecute the infringement of the Intellectual Property Rights in the Material by any person. However, We agree to cooperate and assist in any such activity, to the extent to which its other legal obligations allow.

2.6The Material will be initially supplied by You in accordance with and by the date specified in the Supply Details.

1. Annotations

The parties agree that any Intellectual Property Rights created by Us through Our annotation or enhancement of the Material for use as part of the AusNC, shall vest automatically upon their creation in Us.

1. Moral Rights

You will use Your best endeavours to obtain from each author of the Material a written consent substantially in the form set out in Schedule 2 and, by the terms of which, consent must be given by all authors of works contained in the Material to the Specified Acts.

1. Updates

You agree to provide Us with additional updates of the Material during the term of this Licencein accordance with the Supply Details. This additional material will be deemed to be Material and its description in Schedule 1 is to be updated accordingly.

1. Acknowledgment

We will provide end users of the AusNC with the description contained in the Acknowledgement in relation to the Material, so that the Material may be correctly acknowledged.

1. Term & termination
2. This Licence starts on the date that the last party signs the Licence and continues for the Term unless terminated earlier in accordance with clauses 7.2 and 7.3.
3. This Licence may be terminated at any time by written agreement of the Parties.
4. Either Party may terminate this Licence immediately by written notice to the other Party if the other Party breaches a term of this Licence and fails to remedy the breach within 30 days after receiving notice requiring it to do so.
5. On expiration or termination of this Licence for any reason We will remove the Material from the Site. We may retain archived copies of the Site and You agree it may not be practicable for Us to delete these copies.

1. Warranties & liability
2. You warrant that:

(a)You have sufficient Intellectual Property Rights in the Material, as either owner or licensee (including as a sub-licensee), to be able to grant Us the rights set out in this Licence and to otherwise agree to the terms of this Licence as it applies to the Material;

(b)the use of the Material in accordance with this Licence by Us will not breach any law including without limitation, the laws relating to defamation, breach of confidence, privacy, obscenity or the criminal law;

(c)the Material does not, and its use in the AusNC, including any future annotations or commentary on it, will not infringe the moral or similar rights of any person;

(d)to the extent to which the Material contains the results of human experimentation, those results were obtained in a way which complies, at a minimum, with the guidelines for human experimentation endorsed by the National Health and Medical Research Council at the relevant time, including approval by a duly constituted ethics committee where so required.

8.2You agree to indemnify Us, and Our officers, employees, subcontractors and agents, and hold both Us and them harmless in respect of any Claim a third party may make against Us or them in relation to anything You have given a warranty about in clause 8.1.

8.3Youotherwise provide the Material to Us on an ‘as is’ basis. Further, to the extent permitted by law, and subject to clauses 8.1 and8.5, We acknowledge that neither Younor any of Your representatives has made or makes any representation or warranty (express or implied) as to the accuracy, content or completeness of the Material.

8.4To the extent permitted by law and subject to clause 8.5, the parties exclude all implied terms, representations and warranties, whether statutory or otherwise, relating to the subject matter of this Licence.

8.5Where any statute implies in this Licence any term, such a term is deemed to be included in this Licence.

8.6Your liability for breach of this Licence (other than a breach of clause 4, clause 8.1 or clause 8.2) will be, if permitted by law, limited (at Your option) to the resupply of the Material or services with respect to the Material or the payment of the cost of resupplying the Material or those services.

1. Reading this Licence

9.1These rules apply to this Licence, unless the contrary intention appears:

• a reference to a clause is to a clause of this Licence;

• a reference to a person includes a body corporate;

• a reference to an organisation is only a reference to a body corporate;

• the singular includes the plural and vice versa;
• a reference to legislation, includes subordinate legislation made under it;

• headings do not affect the meaning of clauses;

• the other grammatical forms of words used in this Licence have a corresponding meaning;

• neither this Licence, nor any clause or amendments to it, are to be construed against a party merely because it drafted them.

1. General

10.1Changes. Any changes to the Licence must be agreed in writing.

10.2Costs. Each party will bear its own costs in relation to this Licence.

10.3Waiver.The parties will not waive any of their rights under the Licence except in writing.

10.4Entire agreement. This Licence is the entire agreement between the parties in relation to its subject matter and supersedes any prior arrangements, agreements, warranties, representations or undertakings.

10.5Law. The law of Queensland, Australia applies to the Licence.Each party submits to the non-exclusive jurisdiction of the courts of the State of Queensland.

10.6No assignment. The parties may not assign their rights under this Licence without the permission of the other.

10.7Related steps. Each party agrees to do all things (such as the execution of further documents) as may be necessary to give effect to this Licence.

10.8Severability. If any part of this Licence is held to be invalid or unenforceable, it will be severed from the rest of the Licence to the most limited extent necessary so as not to affect the operation of the remaining clauses.

10.9Counterparts. This Licence may be entered into in any number of counterparts.All counterparts when taken together (whether original or a copy) are to be taken to constitute one instrument.

10.10Survival. The expiry or termination of this Licence does not affect any accrued rights of the parties. The following clauses survive the expiry or termination of this Agreement: clauses 1, 7, 8, 9, 10 and any other clause which appears to do so from its terms.

Dictionary

Acknowledgement means the Acknowledgement listed in Schedule 1.

AusNC means the Australian National Corpus database.

Claim includes all proceedings, suits, actions and claims, of any kind, under any law and in any jurisdiction, whether in law or in equity, and including any claim based on negligence or any breach of privacy or confidentiality, or the defamation of any person, and whether for damages, compensation, costs, losses or any kind (including indirect or consequential loss, such as loss of future profits or goodwill) or for any other amount or order.

Exclusivity means the exclusivity specified in Schedule 1.

Intellectual Property Rights means copyright and, where the context allows, moral rights and performers’ rights.

Licence means this AusNC Contributor Licence Agreement.

Material means the material listed in Schedule 1 and includes, unless the contrary intention appears, the Sensitive Material.

Purpose means the purpose specified in Schedule 1.

Sensitive Material means Material, identified in Schedule 1, that is not suitable for general public access either because it contains Material not suitable for a general audience, is culturally sensitive or contains Material that is confidential or Material, the disclosure of which to the public in whole or in part, would breach either (or any of the) privacy, ethical or professional obligations owed to research subjects.

Site means the website operated by Us and accessible at and, unless the contrary intention appears, the AusNC as accessible via that site.

Specified Acts means:

(a)not attributing the author as the author of the Material;

(b)using, reproducing, adapting, altering, amending, deleting, modifying, supplementing, annotating, commenting upon, publishing or communicating the Material; and

(c)using the Material in a different context than originally envisaged,

but does not include false attribution of authorship or derogatory treatment of the Material.

Sub-Licensing Rights means those rights specified in Schedule 1.

Supply Details means those details specified in Schedule 1.

Term has the meaning given to it in Schedule 1.

Territory has the meaning given to it in Schedule 1.

Use means to use, adapt, publish, reproduce and communicate and includes the right to commercialise, fair dealing under the Copyright Act 1968 (Cth) and any use that cannot be excluded under that Act.

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AusNC Contributor Licence

Agreement

SIGNED as anAGREEMENT

SIGNED by [#CONTRIBUTOR’S FULL LEGAL NAME#] by its authorised representative*

Authorised representative:

Signature

Name (please print)Title

Date: ______/ _____ / 2011

SIGNED by Australian National Corpus Inc by its authorised representative**

Authorised representative:

Signature

Name (please print)Title

Date: ______/ _____ / 2011

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AusNC Contributor Licence

Agreement

*(Some contributors may have different requirements for the signing of agreements, arising from their internal policies, so adaptations to this may be required. AusNC Inc should ensure that the signatory is sufficiently senior and appears to have authority to agree on behalf of the relevant contributor.)

**(Some contributors may also request that AusNC Inc sign in another way, such as by the witnessed signature of its Secretary. This may be considered on a case-by-case basis.)

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AusNC Contributor Licence

Agreement

Schedule 1

• access to some or all of the Material (other than Sensitive Material) being provided, in downloadable form and free of charge, through the Site to users who are unidentified members of the public who will be asked to agree to terms of use not inconsistent with this Licence; and

• providing access to all Material to certain identified users who will be provided with a username and password and who will be asked to agree to terms of use not inconsistent with this Licence, in downloadable form and free of charge, through the Site.

• AusNC Inc’s sub-licensees are not permitted to further sub-license the rights;
• any sub-licence automatically terminates on termination of this Licence, except where it relates to Material downloaded by Site users (such user rights being perpetual); and

• any sub-licence otherwise is consistent with all relevant terms of this Licence.

Schedule 2

Moral Rights Consent

Between

[#FULL LEGAL NAME OF AUTHOR#]

(‘Author’, ‘I’, or ‘Me’)

and

[#CONTRIBUTOR’S NAME#] (ABN [#CONTRIBUTOR’S ABN#])

[#CONTRIBUTOR’S ADDRESS#]

(‘[Short name of Contributor]’ or ‘You’)

Consent

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AusNC Contributor Licence

Agreement

1. Acknowledgement

I acknowledge and warrant that I am or will be the / an author of the following work(s):

[#DESCRIBE THE WORK IN APPROPRIATE DETAIL, E.G. CITATION OF JOURNAL ARTICLE.]

(‘Work’)

1. Consent to acts & omissions

I consent, in relation to the Work, to You (or any other party to whom You may give permission to use the Work):

(a)not attributing Me as an author of the Work; and

(b)using, reproducing, adapting, altering, amending, deleting, modifying, supplementing, annotating, commenting upon, publishing or communicating the Work; and

(c)using the Work in a different context that originally envisaged,

whether before or after the date of this consent, as You see fit (and in Your sole discretion), which might otherwise constitute an infringement of my moral rights (as defined in the Copyright Act 1968 (Cth)), but does not include false attribution of authorship or derogatory treatment of the Work.

1. Joint authorship

I confirm that if I am a joint author of the Work, I have obtained the necessary permissions from all other authors of the Work to use their copyright material.

1. Genuine consent

I give this consent freely and genuinely, without duress or undue influence from You or any third party.

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AusNC Contributor Licence

Agreement

SIGNED

Signature

Date: ______/ _____ / 2012

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AusNC Contributor Licence

Agreement