AGREEMENT FOR ADDING RESTRICTED LANGUAGE RESOURCES TO THE CLARIN SERVICE – DEPOSITION LICENSE AGREEMENT

1.  Parties

<CLARIN CENTRE>, <CLARIN CENTRE CONTACT INFORMATION>, throughout this Agreement “Copyright curator”, and

<COPYRIGHT HOLDER NAME>, <COPYRIGHT HOLDER CONTACT INFORMATION>, throughout this Agreement “Copyright holder”

2.  Scope and Intention of the Agreement

With this Agreement, the Parties regulate their rights and obligations concerning the use and distribution in the CLARIN Service of the Resource of the Copyright holder.

3.  Definitions

“Resource” means material owned by the Copyright holder as defined in this Agreement, including software, applications and/or databases.

“Specifications” are any functional, technical or content-related requirements on the Resource, as defined in Appendix 1 of this Agreement.

“Update” means making the content of the Resource up to date by, e.g., correcting, amending or substituting data with new content to adapt the Resource to the technical infrastructure.

“CLARIN” means all parties representing national consortia according to paragraph 6.2 in the Statutes of CLARIN ERIC, EC decision 2012/136/EU, including <CLARIN CENTRE> representing <NATIONAL CLARIN CONSORTIUM>.

“Trusted Centre” means a CLARIN technical Service Provider which supports a reliable authentication and authorization interface such as an A or B level Centre specified in the CLARIN ERIC Technical and Scientific Description.

“CLARIN Service” means the distribution of Resources to users via Trusted Centres by CLARIN.

“End-User” means a user of the CLARIN Service.

4.  Resource Subject to the Agreement and its Deposition

4.1 Identification of the Resource

This Agreement applies to the Resource described and specified in Appendix 1.

4.2 The obligations of the Copyright holder

The Copyright holder is responsible for depositing the Resource in compliance with the Specifications.

5.  Delivery and Approval of the Resource

5.1 Delivery of the Resource

The Resource is delivered to the Copyright curator in the electronic form defined in the Specifications.

5.2 Verification and Approval of the Resource

After receiving the Resource, the Copyright curator validates the Resource within reasonable time and notifies the Copyright holder about the approval of the Resource for distribution. Should the Resource fail to comply with the Specifications, the Copyright curator either corrects the detected errors or requests a new version of the Resource from the Copyright holder.

5.3 Ownership

The ownership of the Resource remains with the original Copyright holder or holders. A copy of the Resource and the ownership of its physical carrier deposited by the Copyright holder are transferred to the Copyright curator at the time of delivery.

6.  Maintenance and Updates

The Copyright holder has the primary right to update and maintain the Resource. Should the Copyright curator and the Copyright holder fail to agree on the maintenance of the Resource, the Copyright curator has the right to update the Resource or employ a third party to maintain and update the Resource for technical purposes.

After the termination of the Agreement, the Copyright curator has the right to update the Resource or employ a third party within the scope of this license to maintain and update the Resource for technical purposes.

7.  Intellectual Property Rights and Access Rights 

7.1	The intellectual property right and/or other rights governing the Resource subject to this Agreement belong to the Copyright holder or his licensors. Any third-party content of the Resource is identified in Appendix 2.

7.2	The Copyright holder grants the Copyright curator a non-exclusive and perpetual (for the duration of the copyright) right to use and make copies of the Resource as modified, as not modified or as part of a compilation or derived work; to distribute Copies in the CLARIN Service to End-Users for personal use; and to publicly perform the content as modified, as not modified or as part of a compilation or derived work. The permission applies to all known or future modes and means of communication and includes a right to make such modifications that make it possible to use the Resource in other devices and formats.

Identification and Access conditions: 
[x] ID: 	A user needs to be authenticated or identified.
[x] PERM: 	The user can only be given permission to use the resource on a case-by-case basis, such as a mandatory fee or a research plan. 
[ ] FF: 	The right holder requires a fee to grant access to the resource.
[ ] PLAN: 	The right holder requires a research plan to grant access.

General Use conditions
[x] BY: 	Attribution, i.e. acknowledgement of authorship, is required.
[ ] NC: 	The content is available only for non-commercial purposes, i.e. it is not allowed to use the Resource for gaining economic benefit. However, government-funded or non-profit research projects, e.g. projects funded by <NATIONAL RESEARCH FUNDING AGENCIES>, are not regarded as gaining economic benefit even if a portion of the financing is contributed by companies.
[ ] INF: 	Informing the rights holder about the use of the resource is required, e.g., if the Resource is used as material for a scientific work and the work is published, the Copyright holder is to be informed about the publication within reasonable time.
[ ] LOC: 	The content is available only at a single location, centre, or site, i.e. the Resource may not be copied outside the servers of a trusted centre.
[ ] LRT: 	The content is available only for language research and technology development.
[ ] PRIV: 	The Resource includes data covered by the personal data legislation and the Copyright curator acts as an archive having the right to grant temporary use of the Resource only to registered users against an acceptable research plan.

Distribution conditions
[x] NORED: 	The user is not permitted to redistribute the resource.
[ ] DEP: 	The user is not permitted to redistribute the resource but as an exception to this rule, the Parties agree that derived works of the Resource may be deposited with CLARIN. Derived works include but are not limited to annotated or extended versions of the Resource.
[ ] ND: 	The user is not permitted to make derived works, i.e. works containing copyrighted parts of the original.

Additional rights to the Resource may be agreed separately in writing.

7.3	Information about the license is to be published in conjunction with the Resource in accordance with the terms of the license. A sample End-User license agreement is enclosed in Appendix 3.

8.  Compensation

8.1 Compensation

For licensing the Resource,
[ ] no compensation is paid to the Copyright holder.
[ ] the Copyright holder is paid __________ euro as non-recurrent compensation excl. VAT.
[ ] the Copyright holder is paid __________ euro as other compensation excl. VAT.

8.2 Payment

The compensation shall be paid within thirty (30) days from the date of the invoice. The date of the invoice is the date of the acceptance by the Copyright curator of the Resource.

Payment overdue will be subject to an interest on overdue payments in accordance with the interest law.

9.  End-User Rights

The Copyright curator commits to informing the End-Users about the terms under which the Resource is licensed to the End-User and about the rights and obligations that follow from the End-User License Agreement.

10.  Legal Obligations

10.1	The Copyright holder shall be responsible for holding a copyright or a sufficient license and/or other rights based on intellectual property law to the Resource and that any use of the Resource for the purposes compliant with this Agreement does not in any form violate any third party copyright or any other rights based on intellectual property law or other incorporeal right.

10.2	The Copyright holder is held liable for all damages and costs he causes CLARIN or the Trusted Centres in the CLARIN Service by breaching any of the obligations in 10.1.

10.3	Should a third party present a justified claim that the Resource violates the obligations in 10.1., the Resource can be removed from the CLARIN Service.

11.  Liability for Damages

Each Party is liable for the damages it causes. The Copyright curator is also responsible for the damages caused by a Trusted Centre. The liability is limited to the direct costs and damages caused to the other Party. The liability limitation does not apply to damages caused by an intentional infringement or gross negligence.

12.  Effectiveness, Termination and Legal Consequences of Termination

12.1	This Agreement takes effect when signed by both Parties and remains in effect until the Parties have fulfilled all their obligations in the Agreement, unless the Agreement is terminated in advance in accordance with section 13 of this Agreement.

12.2	The following terms of the Agreement shall remain in effect after the termination of the Agreement:

Section 6. (Maintenance and updates)
Section 7. (Intellectual Property Rights and Access Rights)
Section 10. (Legal obligations)
Section 17. (Applicable law and settling disputes)

as well as all other terms of the Agreement that the Parties have indisputably intended to remain in effect in order to distribute the Resource subject to the Agreement.

13.  Termination of the Agreement

13.1	Both Parties have a right to terminate the Agreement with immediate effect upon written notice of termination in case the other party is in material breach of the Agreement and has failed to take corrective action within thirty (30) days after receiving written notice.

13.2 Effect of the Termination

Should the Agreement be terminated because of material breach of the Agreement by the Copyright holder, the Copyright curator has a right to continue to use the Resource as specified in this Agreement even after the termination.

Should the Agreement be terminated because of material breach of the Agreement by the Copyright curator, the Copyright curator must end all use of the Resource and return or delete the copies of the Resource in his possession.

14.  Appendices of the Agreement

14.1	The appendices of the Agreement are:

Appendix 1:  Description and Specifications of the Resource as well as its proper reference
Appendix 2:  Resources licensed by third parties
Appendix 3:  Optional appendices, e.g., a sample End-User license agreement

14.2	Should the text in this Agreement and the text in the appendices be contradictory, the Agreement prevails. Should the Appendices in this Agreement be contradictory, the Appendices apply in the following order:

1. Appendix 1
2. Appendix 2
3. Appendix 3

15.  Agreement and its Amendment and Severability

15.1	This Agreement supersedes and terminates all previous agreements and understandings between the Parties, whether oral or written, with respect to the subject matter of the Agreement.

15.2	The Parties may amend this Agreement by mutual written agreement only. Other amendments are void. The amendments take effect when signed by both Parties.

15.3.	If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

16.  Contact Persons, Notifications and Reports

16.1	The contact person for the Copyright curator is: <CLARIN CENTRE CONTACT PERSON>, <CLARIN CENTRE EMAIL ADDRESS>

16.2	Notifications or reports by the Parties concerning this Agreement are considered valid when they have been made in writing or by email to the following addresses:

Copyright holder: <COPYRIGHT HOLDER>, <COPYRIGHT HOLDER CONTACT INFORMATION>, <COPYRIGHT HOLDER EMAIL>

Copyright curator: <CLARIN CENTRE CONTACT INFORMATION>, <CLARIN CENTRE EMAIL>

16.3	The Parties can change the Contact persons or Contact information defined in this Agreement by informing the other Party of the change.

17.  Applicable Law and Settling of Disputes

This Agreement shall be governed by the law of <COUNTRY>.

Disputes concerning this Agreement will primarily be settled through mutual negotiations between the Parties. Should the Parties fail to find a solution through negotiation, the dispute shall be submitted to the district court in <CITY>.

18.  Copies of the Agreement

This Agreement has been made in two identical copies, one for each Party.

19.  Place, Date and Signatures

___________________ ___________________ 20<XX>

Copyright holder			Copyright curator

______________________		________________________