AUTHORSHIP AGREEMENT FOR E-TEACHERS
BY AND BETWEEN THE AUTHOR AND
EBS of Jessica Ballarin (hereinafter referred to as EBS), at Camino De La Vinuela n 28 casa n 36 - 29639 Benalmadena Pueblo - Malaga - Spagna - NIF Y7481917P, web-site www.e-learningbs.com, e-mail firstname.lastname@example.org (hereinafter referred to as “EBS”). Hereinafter also referred to individually as “Party” or collectively as “Parties”.
EBS is a brand specialising in e-business solutions for professional and personal on-line distance training. EBS has developed and owns an E-learning Platform (hereinafter referred to as the “EBS Portal”) for the supply, distribution, and management of on-line courses. Jessica Ballarin is the creator, owner and operator of the EBS Portal (www.e-learningbs.com), a virtual site between highly experienced teachers in their various fields of expertise, and corporate and private users interested in furthering their knowledge, work positions, or operating procedures in many diverse fields. The mission of EBS is to provide on-line services of certified and dedicated training for companies or individuals, with specific courses at different levels; directly focused on the interests of the company’s or individual’s interest/s. The EBS vision is to become your first choice for on-line professional training and a virtual site between our experts who will teach to a high standard at the different levels of a wide variety of subjects, and clients interested in using on-line courses to improve their job position or to satisfy their own interests. EBS is the exclusive owner of the brand (EBS) and of all intellectual, industrial and copyright rights connected to the EBS Portal together with any software applications developed or used for that purpose.
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
1 – DEFINITIONS
- “Agreement”: means this Authorship Agreement for E-Teachers;
- “Effective Sales Price”: means the cover price (excluding Value Added Tax) less eventual discounts, commercial commissions, free samples, extra expenses such as postage, transport, insurance, additional services, customs dues, or any taxes.
- “Force Majeure”: means a cause beyond the reasonable control of and is not the fault of such Party, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty;
- “Works”: means the course/s and/or e-book/s provided to EBS by the Author for the publication and/or sale on the EBS Portal.
2 – SUBJECT OF THE AGREEMENT
The Author acting on his own behalf, on behalf of his heirs, or any other party claiming ownership of their Works, transfers by way of this Agreement to EBS, which accepts, all exclusive rights of publication, commercialisation, and on-line sales, for the full economic exploitation of the Works, for the number of issues of the Works deemed necessary by EBS. All Works sent to EBS and accepted by the latter, become the property of EBS and can be used by EBS for a period of ten (10) years from the delivery of the final draft by the Author to EBS. With the signing of this Agreement, EBS is at liberty to distribute the number of editions of the Works as deemed convenient, with a minimum of one (1) copy with each edition. The Author declares that they are the exclusive owners of the moral and financial rights of use of the Works. The Author guarantees that these Works are original and unpublished and that they are the only authors of said Works. The Author hereby sells and transfers definitively to EBS the ownership of these Works as well as the rights of economic/financial use and/or financial gain for said Works. EBS hereby purchases full and absolute ownership of said Works as well as the rights of use for economic/financial use and/or financial gain of said Works.
3 – OPTIONAL RIGHTS
The Author grants to EBS the optional exclusive right to publish works produced in the future related to the Works or related matter. This optional right shall terminate after the lapse of ten (10) years from the delivery of the final draft by the Author to EBS. In the event that EBS communicates to the Author that EBS shall not be publishing the additional works, the Author is free to enter into an agreement for the publication of such additional works by a third party.
4 - TRANSFER OF RIGHTS
EBS has the right to transfer, at its sole discretion, to others in whole or in part, the rights purchased by means of this Agreement.
5 - PEACEFUL ENJOYMENT OF THESE RIGHTS
The Author represents and warrants that the Author is the only author and exclusive owner of the Works, and is fully entitled to execute this Agreement. The Author guarantees, for a period of ten (10) years from the delivery of the final draft by the Author to EBS, the peaceful enjoyment of these transferred rights, including those relative to the ownership and/or copyright of the Author’s Works, and to guarantee to EBS that the publication of said Works does not violate in any way, in whole or in part, the rights of third parties. The Author shall indemnify and hold harmless EBS and its directors, officers and employees against any claims and liability whatsoever which may be made or which may arise against EBS or in connection therewith with regard to the ownership and use of the Works and all rights relating thereto. The Author shall also grant EBS the rights and means necessary to protect EBS’s rights over the Works. All expenses, included but not limited to any form of taxation, arising from the eventual deposit and/or registration of such Works in the Author’s country, whichever is necessary or obligatory, are entirely the responsibility of, and chargeable to, the Author. In each case mentioned above EBS is excluded from any responsibility for any non-compliance with these obligations. Without prejudice to the generality of the above, the Author shall not publish, whether directly or indirectly, including for the avoidance of doubt, anonymously or under a pseudonym, any works that may by their very nature be in direct competition, or similar in their nature, to those represented by this Agreement.
6 - DELIVERY OF THE AUTHOR’S WORKS
The Author shall deliver the Works in the format and standards set by EBS, respecting the rules, regulations, and instructions sent by EBS for the Works’ eventual publication. EBS reserves the right to exclusively publish the works, which to EBS’s own exclusive, subjective, and unchallengeable discretion is of an appropriate technical and scientific standard and shall satisfy the needs and interests of the targeted markets. If the Works are not considered by EBS to be suitable or acceptable, they shall be deleted from the EBS Portal and/or archives forthwith and shall not be published. The Author shall send a final copy of their work adapted to the format, standards and instructions set forth by EBS and a signed copy of this Agreement to EBS, within one (1) month from EBS’ acceptance to publish the Author’s Works. If the Works and/or the signed Agreement is/are not received within this timeframe, EBS reserves the right to refuse to publish the Works and to release itself from any preceding initial agreement, including ones of a verbal nature. The Author shall supply, at the Author’s own expense, the photographs, videos, designs, and other materials necessary for the production and completion of the Works. Whatever the Author omits from the completion of the Works, EBS has the right to procure the materials necessary for the completion of the Works, and to deduct these costs from the Author’s remuneration.
7 - MODIFICATIONS AND CORRECTIONS
The Author shall modify and correct their Works on the basis of the instructions sent to the Author by EBS. If the Author fails to submit the corrected and revised Works within one (1) month from the request by EBS, EBS shall be entitled to stop publication of the Works or publish the Works in a revised format.
8 – METHODS AND TERMS OF PUBLICATION
EBS shall publish the Works, in their final and definite version, within three (3) months from their insertion in the EBS Portal by the Author, or six (6) months from the date of submission of the Work by the Author via electronic mail. This timeframe may be extended in the event of technical problems, force majeure, or for reasons attributable either directly or indirectly to the Author. EBS reserves the right to choose the format (i.e. whether e-book or e-course), title, index, brief description, price and related discounts of the Works to be published.
9 – REMUNERATION FOR ON-LINE SALES
As remuneration for the sale of the publishing rights, EBS shall pay the Author a sum equal to twenty percent (20%) of the Effective Sales Price of every copy of their Works sold on-line for the first year from the publication of the Works. At the end of the first year, this remuneration shall be ten percent (10%) of the Effective sales price of every copy of the Works sold on-line. This remuneration to the Author is inclusive of any updates who will not be remunerated further for the provision of said updates. As remuneration for the sale of the publishing rights related to new editions of the Works, EBS shall pay the Author a sum equal to twenty percent (20%) of the Effective Sales Price of every copy of their Works sold on-line for the first year from the publication of the new edition. At the end of the first year, this remuneration shall be ten percent (10%) of the Effective sales price of every copy of the Works sold on-line. If the Author takes part in promotional activities or direct sales of their Works on the EBS Portal, there will be an additional remuneration of ten percent (10%) on the Effective Sales Price of the Author’s Works sold as a result of their participation in the promotion of said Works (the “Additional Remuneration”). In order to calculate the Additional Remuneration, the Author shall be associated with a “Personal Promotion Code“ that shall be used by the purchaser when making a purchase. The remuneration shall only be paid for Works purchased by the purchaser when using the “Personal Promotion Code“ belonging to the Author at the time of purchase. It is the Author’s responsibility to communicate the Personal Promotional Code to potential purchasers.
10 - THE SALE OF COPIES OF WORKS AFTER THE TERM OR TERMINATION OF THE AGREEMENT
Once the term for the Agreement has lapsed or following the termination of the Agreement, EBS shall be entitled to continue selling the Author’s Works for a period of one (1) year following the lapse of the term or the termination of the Agreement, awaiting the Author’s decision to sign a new publishing Agreement. During this year, the remuneration will be paid to the Author as per the conditions described in this Agreement.
11 – THE ACCOUNTS
The accounts relating to the Author’s remuneration shall be submitted to the Author annually and the remuneration shall be paid by bank transfer during the month of January in the year following the year in which the relevant sales are made. To that end, the Author shall keep EBS informed, annually, of all the Author’s banking details relating to the account to which they wish their payments to be made. Any eventual taxes or dues relating to those payments are the sole liability of the Author and/or receiving party.
12 – FEES FOR OTHER USES
Other than the said rights, the Author definitively transfers exclusively to EBS, for a period of ten (10) years from the delivery of the final draft by the Author to EBS, the following further rights that EBS might deem necessary to conclude the necessary agreements which may be in either EBS’s interests or in the Author’s: to translate, publish, distribute and sell on- or off-line Works in any language different to that which was originally published, whether on paper, publications, distribution and sales off-line on CD, CD-ROM, DVD, or other general media mediums, readings and recording for audio-libraries, including reproduction rights for recording discs, and any developed audio-visuals and the distribution of such on CD, CD-ROM, DVD or any other general medium processed and transformed through the processing of previously related to material from dramatic works, in cinematography or otherwise. The following further rights shall also be transferred: adaptations for cinematographic works, audiovisual or televised, cinematographic, theatrical, to be played on the radio or on TV, for the reproduction of sound recordings, photographic images; the publication and sale in part or as a whole work/s; for use on radio, television, audiovisual, in theatres, or theatrical productions for use on television or radio; in newspapers, or specialist journals or magazines, leaflets or hand-outs, edited hand-outs or publications, extracts, summaries, or single parts of the Works, in anthologies or other forms, or other volumes. In the event that EBS chooses to publish or produce the Works in the different medium being contemplated in this clause 12, , EBS commits itself to pay to the Author a sum equal to five percent (5%) of the Effective Sale Price of every copy of the Works published in the format in terms of this clause 12. For the avoidance of doubt, this sum is a replacement of, and not in addition to, the sum payable in terms of clause 9 above.
13 – PUBLICATIONS AND FREE COPIES
For the promotion, spread and commercialisation of the Works, EBS is entitled to publish and distribute, at its discretion, free copies of the Works, or permit other parties to publish small sections of the Works, always keeping in mind the interests of the distribution of the Work. In this case the Author does not have any right to compensation for the distribution of said Works.
14– REGISTRATION/COPYRIGHT/TRADE MARK APPLICATIONS
If any applicable legislation regarding the Author’s rights require a procedural application for either a copyright or trade-mark for or on a copy of the Author’s Works, the expenses incurred in the pursuance of such, are entirely the Author’s responsibility. The expenses for the eventual registration of this Agreement are also exclusively the Author’s responsibility.
15 - SUCCESSIVE EDITIONS
In case EBS feels it necessary to proceed in making changes or revisions of the said works, EBS will propose to the Author that they create a new Works. In this case, the Author shall notify EBS within a period of thirty (30) days of their interest in proceeding with the creation of the new Works. In the event that the Author does not show any interest in developing the new Works , EBS has the right to suspend publication and the sale of the Works and to terminate this Agreement.
16 - GOVERNING LAW AND JURISDICTION
This Agreement shall be exclusively governed by the laws in force in Malta and the Parties agree that any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with Part IV (Domestic Arbitration) of the Malta Arbitration Act, 1996 and the Arbitration Rules of the Malta Arbitration Centre as at present in force. It is further agreed that any award delivered in this respect shall be final and not subject to appeal.
17 - MISCELLANEOUS
This Agreement, including its Preamble, sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements or understandings made between the Parties. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. The Author renounces the right to contest this Agreement and of all future Agreements stipulated on-line or through the exchange of e-mails citing as a basis for the contestation the fact that the Agreement has been executed online. This Agreement remains valid and effective even in the event that EBS transfers by any title including but not limited to lease, onerously or gratuitously, the EBS Portal to third parties, or grants any rights of use of the EBS Portal.
18 - FINAL DECLARATION
The Author has read and understands this agreement, and he accepts and agrees to all of its terms and conditions. The Author enters into this agreement voluntarily, with full knowledge of its effect.