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GRPContractForm is a contract form created with the aim to define creative and open collaboration frameworks. As it is a basic model, items may require modifications/arrangements to fit the respective project. For more details, please refer to the README file.
The contract form contains a total of six paragraphs that are outlined in the “Paragraph Summary”.
Each Paragraph’s contents are outlined clause by clause in the “Explanations”. This model form is based on a contract that was originally created for a joint research and development project at the Yamaguchi Center for Arts and Media [YCAM]. Formulated from the same viewpoint of utilizing knowledge gained through such research and development activities, the “Explanations” outline each clause’s functions as well as points that need to be arranged case by case.
When formulating contracts based on this model, parts in brackets ([ ]) are to be adapted to each specific project. Please modify the respective contents in accordance with your contract, and arrange other clauses as needed. Where clauses are added or deleted, the numbering of clauses is to be corrected.
For example, as the model form assumes the invitation of guest Collaborators from abroad, contents will have to be modified for projects on a domestic level. In concrete terms, the following modifications need to be made.
13.1 Commission a) [modify] / 13.3 Transportation Costs [modify] / 13.6 Visa Application [delete] / 13.8 Tax Exemption Procedures [delete]
14.1 Payment of expenses b) [delete] / 14.3 Cooperation for Visa Application [delete]
This form functions at once as a blueprint and knowledge library for joint research and development projects, and can thus be considered as a layout (metadesign) for design environments that may be a useful reference for designing individual projects.
Items and clauses that may be crucial in terms of open licensing and matters that are to be discussed separately, are collected in a "List of key points”, which should be helpful for discussing the progression of a project or formulating a contract.
•List of key points
For a smooth and efficient implementation of open licensing, it is recommended to refer to the "Guidelines for Open Licensing” (which may also serve as guidelines as specified in Chapter Ⅳ: Publication of Works, Article 12.5).
•Guidelines for Open Licensing
Contains this contract's title and information on the parties concerned.
Title and Parties Concerned
Contains outlines, purposes and definitions to be regulated by this contract.
Article 1: Purposes
Article 2: Definitions
Contains information on the work the host assigns to the guest Collaborator (Article 3), and on the place and period of work (Article 4).
While the assigned work is chiefly research and development (Article 5), this chapter contains also items regulating accompanying activities (Articles 6-9).
Article 3 (Assigned Work)
Article 4 (Place and Period of Work)
Article 5 (Research and Development Contents)
Article 6 (Production and Implementation of Workshops)
Article 7 (Implementation of Lectures)
Article 8 (Implementation of Exhibitions)
Article 9 (Creation of Documents)
Regulates the handling of rights related to all kinds of products resulting from the respective projects.
Regarding results of the joint research and development, the chapter specifies that intellectual property rights shall be shared, and that both the host and the Collaborator may exercise these rights independently as long as credits are indicated appropriately, whereas ownership of material products shall be attributed to the host (Article 10).
The chapter further specifies that copyrights in the host's recorded archives shall be attributed to the host, who may make free use of those rights (Article 11).
Article 10 (Attribution of Rights Relating to Development Results)
Article 11 (Photographs, Video and Audio Recordings)
Regulates the publication of software and other copyrighted products resulting from the joint research and development.
Article 12 (Publication of Works, Open-Source Licensing)
Specifies obligations on the Host's (Article 13) and the Collaborator's side (Article 14). While mainly regulating the payment of commission to the artists/technologists, as well as the coverage of other expenses, accommodation, and the handling of credits and rights, this chapter also contains information on visa application and tax convention procedures for Collaborators coming from abroad.
The chapter further regulates warranty issues regarding intellectual property (Article 15), the use of software etc. of a third party (Article 16), and support and maintenance after the end of the period of stay (Article 17).
Article 13 (Host's Obligations)
Article 14 (Collaborator's Obligations)
Article 15 (Warranty)
Article 16 (Use of Software etc. of a Third Party)
Article 17 (Maintenance)
This chapter regulates general issues related to the joint research and development contract. It further contains provisions regarding the prohibition of re-commission (Article 18), confidentiality (Article 19()), measures to be taken if the agreement cannot be fulfilled due to reasons beyond the control of the host and/or Collaborator (Article 20), the payment of redemption to the Collaborator if the host is forced to discontinue the project (Article 21), cancellation (Article 22), damage compensation (Article 23), etc.
Article 18 (Prohibition of Re-commission)
Article 19 (Confidentiality)
Article 20 (Force Majeure)
Article 21 (Discontinuation of Work)
Article 22 (Cancellation)
Article 23 (Damage Compensation)
Article 24 (Responsibility)
Article 25 (Non-assignment of Rights)
Article 26 (Modifications to this Agreement)
Article 27 (Entire Agreement)
Article 28 (Term of Agreement)
Article 29 (Governing Law)
Article 30 (Jurisdiction)
Article 31 (Language of Priority)
(Titles and Parties Concerned: Subjects and Default Settings)
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Subjects |
Default Settings |
Remarks |
| Contracting Parties |
Host and Collaborator
|
・(assumed contracting parties) Host: Institution involved with creative work (e.g. art center) Collaborator: engineer or artist |
This Agreement was concluded in xx, 20xx between:
[Name]
【＿＿＿＿＿＿＿＿＿】 (hereinafter referred to as the "Host")
[Country of residence]
【＿＿＿＿＿＿＿＿＿】
[Address]
【＿＿＿＿＿＿＿＿＿】
[E-mail]
【＿＿＿＿＿＿＿＿＿】
[Phone]
【＿＿＿＿＿＿＿＿＿】
and
[Name]
【＿＿＿＿＿＿＿＿＿】 (hereinafter referred to as the "Collaborator")
[Country of residence]
【＿＿＿＿＿＿＿＿＿】
[Address]
【＿＿＿＿＿＿＿＿＿】
[E-mail]
【＿＿＿＿＿＿＿＿＿】
[Phone]
【＿＿＿＿＿＿＿＿＿】
The contract's title and parties concerned are to be indicated here.
Please specify the parties concerned, i.e. the Host and the Collaborator.
(Chapter Ⅰ: Subjects and Default Settings)
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Subjects |
Default Settings |
Remarks |
| Purpose of Contract |
Increase the creativity of mankind as a whole, and to contribute to the development of culture by publishing development results as common property of mankind.
|
|
| Definitions of Terms |
-
|
The Purpose of this agreement is to define the roles of the Host and the Collaborator, as well as the retention of rights on the results, methods of publishing results, and other rights and obligations on the Host's and the Collaborator's side during their joint research and development, with the aim to increase the creativity of mankind as a whole and to contribute to the development of culture by publishing development results as common property of mankind.
This article specifies outlines and purposes of items regulated by this contract. The open sharing of results is expected to contribute to solving various issues and generating new forms of artistic expression as a result of increased creativity(*).
creativity: the creation of new idea or product, its quality and amount, its ability
Following terms shall have the meaning designated below when referred to under this Agreement.
2.1 "Software" shall mean the programs that operate on computers (personal computers, microcomputers, etc.)
2.2 "Hardware" shall mean the physical existence of machines, devices, circuit boards and circuits, excluding pictures, blueprints, and documents of these items.
2.3 "Other collaborator(s)" shall mean all of those other than the “Collaborator” that have agreed to the same terms as set forth in this Agreement with the Host regarding publicatiton of product, creation of documents, non-exertion of rights and warranty and maintenance, and are third parties (including groups) that conduct joint research and development with the Host.
Defined in this article are terms used in this contract.
”Other collaborators” refers to collaborators other than the Collaborator specified as a contracting party of this contract in cases of multiple collaborators participating in one project.
(Chapter Ⅱ: Subjects and Default Settings)|
Subjects |
Default settings |
Remarks |
|
Assigned Work
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Joint research and development | |
|
Work Contents
|
a) Joint research and development with the Host at a place specified by the Host
b) Production and implementation of workshops
c) Publication of the results achieved in (a) under open-source licenses
d) Implementation of lectures
e) Implementation of exhibitions
f) Creation of documents related to (a) and (b)
g) Maintenance of software and hardware
h) Miscellaneous other work related to all of the above |
-To be added or deleted as necessary
-Details to be discussed separately |
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Work Period and Schedule
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To be specified for each project | -To be discussed separately |
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Place and Period of Stay
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To be specified for each project | |
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Research and Development Contents
|
To be specified for each project |
####Article 3 (Assigned Work)
The Host shall assign the following work (hereinafter "Work") to the Collaborator, and the Collaborator shall accept the assignment.
3.1 Work contents
a) Joint research and development with the Host at a place specified by the Host
b) Production and implementation of workshops
c) Publication of the results achieved in (a) under open-source licenses
d) Implementation of lectures
e) Implementation of exhibitions
f) Creation of documents related to (a) and (b)
g) Maintenance of software and hardware
h) Miscellaneous other work related to all of the above
3.2 Work period and schedule
The Host and the Collaborator shall discuss and determine the period and schedule of work separately.
This article outlines the Collaborator's work. The respective details are specified in the points below. If there are unnecessary items or others you want to add, please modify the article's contents accordingly. As the Period of Work may extend beyond the Period of Stay, these two items are discussed separately.
4.1 The Collaborator shall conduct the Work at the following place:
[Name]
【＿＿＿＿＿＿＿＿＿】
[Address]
【＿＿＿＿＿＿＿＿＿】
(hereinafter "Joint Research Facility")
4.2 The Collaborator shall stay for the period from x xx, 20xx until x xx, 20xx (hereinafter "Period of Stay").
A detailed schedule shall be worked out between the Host and the Collaborator.
Specified here are the Place at which the actual joint research and development is carried out, as well as the Period of Stay at that place.
The Host and the Collaborator shall conduct joint research and development on the following subject.
【＿＿＿＿＿＿＿＿＿】
This article specifies what kind of research/development is to be carried out.
Products resulting from this activity are published under open license. (See also chapter Ⅳ PUBLICATION OF WORKS)
6.1 During the Period of Stay set forth in Article 4.2, the Collaborator shall produce workshops on the research and development set forth in Article 5 at Joint Research Facility. Detailed contents of workshops shall be discussed and determined separately between the Host and the Collaborator.
6.2 The Collaborator shall carry out the workshops produced according to the preceding clause during the Period of Stay set forth in Article 4.2. Details such as workshop locations and frequency shall be discussed and determined separately between the Host and the Collaborator.
This article sets forth that the Collaborator produces, plans and implements workshops related to the respective project. If no workshop is implemented, this article is to be deleted, in which case items in Article 3.1 (Work contents) need to be modified as well.
As part of the Work, the Collaborator shall give lectures. Details including contents, location and frequency shall be discussed and determined separately between the Host and the Collaborator.
This article sets forth that the Collaborator gives lectures related to the respective project. If no lecture is given, this article is to be deleted, in which case items in Article 3.1 (Work contents) need to be modified as well.
As part of the Work, the Collaborator shall implement exhibitions. Details including contents, location and frequency shall be discussed and determined separately between the Host and the Collaborator.
This article sets forth that the Collaborator holds exhibitions related to the respective project. If no exhibition is held, this article is to be deleted, in which case items in Article 3.1 (Work contents) need to be modified as well.
The Collaborator shall create documents related to the Work set forth in Articles 5 and 6 (when the Developed Results are software, the examples, readme documents, manuals, explanations and any other documents, as well as demo movies are also considered part of the Work).
Details such as editing process and schedule shall be discussed and determined separately between the Host and the Collaborator.
This article sets forth that the Collaborator creates documents on research/development and workshops carried out as part of the project. Documents are indispensable materials for the publication of results, including manuals related to the results of development, as well as samples and examples of practical use based on those results. The creation of documents related to the results of research and development as specified in Article 5 (Research and Development Contents), and to workshops as specified in Article 6 (Production and Implementation of Workshops), is mandatory. If the creation of documents related to lectures and exhibitions is required, Article 7 (Implementation of Lectures) and Article 8 (Implementation of Exhibitions) apply here as well. While rights in these documents are to be shared, like the respective software these documents are published under an open license (Creative Commons license), within the scope of which the Collaborator may use them freely also after the end of the project. (See also Article 12 (Publication of Works, Open-Source Licensing))
(Chapter Ⅲ: Subjects and Default Settings) </tr>
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Subjects |
Default Settings |
Remarks |
| Sharing | Regulations regarding general Development Results, software and hardware | -To be added as necessary |
|
IP Rights (Use of Development Results) |
May be individually exercised by the Host or Collaborator as long as credits are indicated appropriately |
-For credits see below
-Helps avoid deadlock situations
-Indication for reconfirmation and attitude expression purposes regardless of the fact that open licensing generally allows individual exertion of rights
-Does not apply when rights are found to be exercised without due reason (including rights not exercised by mandatory provision)
-Verification of data that are not subject to copyrights |
|
Rights Related to Material Development Results |
Host | -To be modified as necessary |
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Lending of Material Development Results (from the Host to the Collaborator)
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-Free of charge whenever possible -The Host is not obliged to store/manage Development Results, but shall contact the Collaborator in the case of disposal. | -Transportation, insurance and other expenses to be covered by the Collaborator |
|
Handling of Archives (video recordings, etc.)
|
General regulation |
-Copyrights in archives of video recordings made by the Host remain in the Host’s possession -The Collaborator may request the Host to provide such archived material free of charge. |
10.1 General Provision about Development Results
The attribution of all rights including the intellectual property rights (hereinafter used to refer to any rights already owned or to obtain or apply for registration of such rights, and hereinafter referred to as the "IP Rights") such as copyright (including the rights specified in articles 27, 28 and other articles of the Japanese Copyright Act; the same apply hereinafter), patent rights, utility model rights, design rights, trademarks(except the ownership specified in Article 10.5 of Development Results as part of the Work defined in Article 3 (including software, hardware, images, movies, plans, drawings, documents, data, techniques, know-how and other results of development; hereinafter "Development Results") shall be handled as follows:
a) The Host and the Collaborator shall share IP Rights of the Development Results.
b) IP Rights owned by the Host or the Collaborator before commencement of the Work shall remain in the possession of the respective party.
c) When the attribution of IP Rights is unclear, rights shall be considered as shared.
10.2 Attribution of Rights Relating to the Developed Software
When the Development Results contain software (hereinafter "Developed Software"), the attribution of rights of the Developed Software shall be handled as follows:
a) The Host and the Collaborator shall share IP Rights of the source-code and compiled object-code of the Developed Software.
b) IP Rights relating to the Developed Software owned by the Host or the Collaborator before commencement of the Work shall remain in the possession of the respective party.
c) When the attribution of IP Rights relating to the Developed Software is unclear, rights shall be considered as shared.
10.3 Attribution of Rights Relating to the Developed Hardware
When the Development Results contain hardware, the attribution of rights of the Developed Hardware shall be handled as follows:
a) The Host and the Collaborator shall share IP Rights of the Developed Hardware.
b) IP Rights relating to the Developed Hardware owned by the Host or the Collaborator before commencement of Work shall remain in the possession of the respective party.
c) When the attribution of IP Rights relating to the Developed Hardware is unclear, rights shall be considered as shared.
10.4 Attribution of Rights Relating to Development Results created through cooperation between the host, the collaborator, and other collaborator(s)
When the Development Results is created through cooperation between the host, the collaborator, and other collaborator(s) during joint research and development, the rights regarding the Development Results shared between the host and the collaborator in Articles 10.1-3 are considered shared by the Host, the Collaborator, and the Other Collaborator(s).
10.5 Attribution of Rights Relating to material Development Results
In the case of material Development Results, ownership of the Development Results shall be attributed to the Host. The Host shall not guarantee anything regarding management, including maintenance, of said physical objects. In the event the Host wishes to dispose of said physical objects, the Host will contact the Collaborator, and if the Collaborator requests, the Host will transfer the objects to the Collaborator if possible. Any costs incurred by this transfer, including shipment and insurance, shall be the Collaborator's responsibility.
10.6 Exercise of Shared Rights
When the Host and the Collaborator co-own in whole or in part IP Rights of the Development Results defined in Articles 10.1-5, the Host or the Collaborator may exercise these rights without the respective co-holder's agreement. However, the foregoing shall not apply when rights are found to be exercised without due reason (including rights not exercised by mandatory provision). The Host or the Collaborator may only use data that don't involve copyrights. This clause shall apply correspondingly when the rights are shared between the Host, the Collaborator, and the Other Collaborator(s), as set forth in Article 10.4.
10.7 Rental of material Development Results
Upon request, the Host agrees to lend eventual material Developed Results to the Collaborator free of charge whenever possible. However, the Collaborator shall cover transportation, insurance and other expenses involved in the use of loaned hardware.
Research and development activities potentially yield various results. The handling of rights in such products is specified in this article. In principle, intellectual property rights are to be shared (10.1), while ownership of material products shall be attributed to the Host (10.5). This agreement assumes results mainly in the form of software and hardware, and thus includes clauses especially on respective intellectual property rights (10.2, 10.3). Regarding shared intellectual property rights, both the Host and the Collaborator may exercise these rights independently as long as credits are indicated appropriately (10.6).
10.1 Results of research/development involve the establishment of rights such as copyrights, patent rights, and other intellectual property rights. With the exception of ownership rights in material products (see also Article 10.5), such rights are generally to be shared by the Host and the Collaborator.
10.2 Regarding software produced as a result of the project, copyrights and other intellectual property rights are to be shared by the Host and the Collaborator. Rights owned by the Host or the Collaborator prior to the start of the project remain in the possession of the respective party. The same applies also to software created as a by-product of the production of hardware as a result of the project. Ownership of material products resulting from software development shall be attributed to the Host as specified in 10.5. For example, when the process of research and development involves the production of physical experimental equipment, such equipment will be owned by the Host.
10.3 Regarding hardware, the sharing of copyrights and other intellectual property rights is to be handled in the same way as software-related rights. "Hardware" in this case refers to "physical materials and devices such as boards or circuits", or as specified in the definition of OSHW, "tangible artificial devices, machines, or other material objects." Not included are photographic prints and text hardcopies. As produced hardware itself is material, it will be owned by the Host as specified in 10.5.
The same applies also to hardware created as material by-product of the production of software as a result of the project.
10.4 This clause regulates the attribution of rights for projects in which multiple Collaborators simultaneously carry out research and development. In cases where multiple Collaborators work together and produce one result, the handling of rights related to that result is generally to be agreed upon between the Collaborators involved (“third-party agreement”). In cases like hackathons where it cannot be predicted who produces what, making such preliminary individual agreements is difficult, while on the other hand, closing contracts after the start of production may affect the speed and rhythm of creative work, and therefore decrease creativity. Postponing a contract may cause uncertainties. This clause was formulated with the aim to solve such problems.
In cases where multiple Collaborators participating in the same project work together and produce one result, and all Collaborators made individual agreements with the Host on the same conditions, intellectual property rights related to that result are to be shared, and all Collaborators are to be credited as creators.
10.5 Regarding material Development Results, ownership shall be attributed to the Host. This applies not only to hardware, but also to CDs containing data, printed documents, and any other material objects. This is based on the assumption that these are easy to store and manage by the Host, and may be altered as necessary or/and discussed separately. What is important is to determine by the end of a project who possesses ownership rights.
Furthermore, there is no guarantee regarding management. In some cases, mandatory storage may be stipulated for a certain period of time. In the case of disposal, the Host shall contact the Collaborator. Regulations include the possibility of taking a product back at cost if necessary. This stipulation was formulated with the aim to facilitate effective utilization while avoiding wasteful use of the created product.
10.6 Shared intellectual property rights may be exercised independently by both the Host and the Collaborator also after the end of the project. In other words, both are free to replicate or revamp items. This clause enabling both parties to utilize products independently helps avoid trouble caused by disagreement between Host and Collaborator regarding shared rights, which would render both sides unable to make use of the produced results. The usage of products requires either side to indicate proper credits.
Problems like the above are circumvented even without this provision regarding the actual publication of products under open licenses. (See also Article 12 (Publication of Works, Open-Source Licensing)) After the end of the project, the Collaborator is free to use the published codes in keeping with the license agreement. This clause specifies that new problems will not occur.
Law includes provisions that cannot be altered by way of an agreement. In the case of dissent, provisions of law supersede those specified in an agreement. This clause specifies that the provisions of law prevail in cases where law does not permit the independent exercise of rights.
Data that don't involve copyrights may be used independently.
The borderline between creations that involve copyrights, and data that don't, is vague. Meanwhile, also data without internationally recognized copyrights are being published under Creative Commons licenses. At present, this point is not regulated by law, but it is expected to be sorted out in the future.
10.7 When the Collaborator requires material products resulting from the project, which came into the possession of the Host after the end of the project, the Host shall lend those free of charge (except for actual expenses) whenever possible. If ownership rights are attributed to others than the Host, this clause is to be modified accordingly.
11.1 As part of the Work, the Collaborator agrees to have photographs, video or audio recordings made by the Host or person specified by the Host, to be used for advertisement, research, development, archive creation, and other purposes whenever considered necessary by the Host.
11.2 Copyrights in photographs, video or audio recordings as specified in Article 11.1 shall be attributed to the Host (including rights set forth in the Copyright Act of Japan, Articles 27 & 28).
11.3 The Collaborator shall not claim the right of likeness and publicity or other rights in photographs or video recordings as specified in Article 11.1.
11.4 The Collaborator shall not exercise moral rights of the author of audio recordings as specified in Article 11.1.
11.5 The Collaborator may request the supply of photographs, video or audio recordings as specified in Article 11.1 from the Host. However, the Collaborator shall be responsible for formalities and other procedures involved in the supply of materials, and cover all expenses.
The Host documents/archives the project's activities in the form of photographs, video or audio recordings, whereas the Collaborator agrees to have such records made. While the production and publication of documents are specified in other clauses (Article 9 (Creation of Documents) and Article 12 (Publication of Works, Open-Source Licensing)), copyrights in archives the host creates next to such documents remain in the Host's possession, whereas the Collaborator agrees not to claim any portrait rights, copyrights or other personal rights. Accordingly, the Host is free to use the records for publicity and other purposes. If the Collaborator later requires these records, the Collaborator may request the Host to provide them free of charge (except for actual costs in cases where expenses occur).
In this contract, rights related to audio data are attributed to the host. "Audio data" in this case refers not only to voice recordings made during speeches for example, but includes also music. While it may sound unusual that the Host possesses the Collaborator's rights in music and other audio data, this provision was included because this agreement places importance on the publication of archives, which can be done smoothly if the Host – who actually publishes the archives – possesses the rights, rather than when rights are shared. Clearly attributing rights, rather than making provisions for the publication of archives, is supposed to help build relationships of mutual trust.
If, for example, the Collaborator is a musician, please consider whether the Host shall possess even the copyrights in the Collaborator's music, and modify this part if necessary.
|
Subjects |
Default Settings |
Remarks |
| Publication | Items may be published by the Host or other persons specified by the Host. | -In order to enable publication also by sponsoring institutions etc. -Collaborators may be specified upon consultation. -Including Internet streaming -Details to be discussed separately |
|
Licensing
| Software: open source license Data: CC0 Others: CC license |
-Details to be discussed separately (with reference to licensing guidelines) -Beware of GPL infection |
12.1 The Collaborator agrees the Host or person specified by the Host to publish the Development Results (including downloading and Internet streaming).
12.2 The Collaborator agrees the Host to publish the Developed Software under open-source licenses (such as MIT License, Apache License 2.0 etc.).
12.3 The Collaborator agrees the Host to publish all copyrighted items resulting from the Work, except for the Developed Software, under Creative Commons licenses.
12.4 The Collaborator agrees to the Host publishing any and all data regarding the Works under the CC0 license.
12.5 Based on the premise that the Collaborator has sufficient knowledge of the structures of open source and Creative Commons licenses set forth in Articles 12.2, 12.3, and 12.4, details such as licensing conditions and methods shall be discussed and determined separately between the Host and the Collaborator
(When the Host or the Collaborator has associated guidelines covering the details of license terms, the publishing method and other publishing details will be determined by separate discussion between the Host and the Collaborator with reference to the guidelines.).
12.6 When the Collaborator is designated by the Host as the entity who will publish the Works, the Collaborator shall publish the Works in accordance with the stipulations of each paragraph in Article 12.
This article contains provisions regarding the publication of products resulting from research/development. While these basically regulate the publication of software and other copyrighted work (including hardware-related materials, photographs, drawings, etc.), in the case that work contents change with the respective project's outline, subjects and methods of publication will have to be changed accordingly as well.
12.1 The positions of the Host is defined as the publishing subject, while the Collaborator shall accept the publication. Furthermore, the publication may also be done by persons assigned by the Host. This is to prevent trouble in case the host receives financial aids for example, and the sponsoring institution publishes records as products of their investment.
12.2,3,4 Products are published under open licenses, and are freely available for third parties to use following certain rules. "Open licenses" refers to licenses aimed to make software, hardware and contents openly available, including GPL or MIT licenses, Apache and other licenses for software codes, as well as contents licenses such as Creative Commons. Different licenses contain different rules for the use of products by third parties.
Deciding on a license for the publication is an important factor that determines the usage of the respective product. The choice of the type of license should be discussed between the Host and the Collaborator, based on considerations of such aspects as future plans and risks to be avoided.
Copyrighted work other than software is to be published under a Creative Commons license. This license is easy to understand for the user in terms of contents, and is widespread on legal grounds in many countries.
License formats are constantly evolving, thus this clause will have to be updated frequently. The application of CC0 to data was introduced in Ver.2. The introduction of open-source hardware licenses for example should be considered once such licenses have sufficiently developed.
12.5 Details regarding methods of publication are to be discussed separately and based on a sufficient understanding of the mechanism of licensing. In case either of the parties concerned possesses guidelines related to open licensing, these are to be used as reference when discussing methods of implementing open licensing.
12.6 As a dispersion of publishers involves the risk of concluding a project without either party publishing the results, the Host or other person specified by the Host is primordially appointed as the party who publishes Development Results (12.1). As Collaborators often use such source code sharing websites as GitHub for their actual work, in some cases it is more efficient if the Collaborator does the publication. The clause includes the possibility of appointing, if necessary, the Collaborator as the party that publishes Development Results.
(Chapter Ⅴ part 1 Host’s Obligations: Subjects and Default Settings)|
Subjects |
Default Settings |
Remarks |
| Payment of Commission |
Sum (including tax) that is actually paid to the Collaborator
To be paid in installments
|
-Assuming Collaborators based outside Japan (to be modified for Collaborators based in Japan) -Including daily wages, travel expenses (except for the expenses specified below), as well as costs of insurance and visa formalities -The Host shall cover the costs of a visa application if the Collaborator needs to apply for a visa in the country where the Joint Research Facility is located (Japan). |
| Travel Expenses, Transportation Costs, Accommodation |
Transportation costs: to be covered by the Host only if accepted as necessary by the Host in advance
Accommodation: One-room apartment
Accommodation: One-room apartment
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| Equipment Supply and Support |
To a possible and reasonable extent
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| Credits |
Credits shall indicate for all Development Results that these were produced in collaboration between the Collaborator and the Joint Research Facility.
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-Including entries into competitions -Credit details to be discussed separately -To be indicated also after the end of a project |
| Procedure for Tax Exemption |
Carried out if requested by the Collaborator
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-May be deleted if not applicable |
The Host shall assume the following obligations to the Collaborator:
13.1 Payment of Commission
a) The Host shall pay xxxx yen (tax included; hereinafter referred to as the "Commission") to the Collaborator only for the Work defined in Article 3. The Commission shall cover daily wages, travel expenses in the country of residence (except for the expenses specified in Article 13.2 a), as well as costs of insurance and visa formalities in the country of residence. Regarding payment of Commission based on the above definition, the Collaborator shall issue estimates and invoices to the Host.
b) The Host shall pay fifty (50)% of the Commission as defined above by bank transfer to an account specified by the Collaborator by x xx, 20xx (bank fees to be covered by the Host).
The Host shall pay the remaining part of the Commission by bank transfer to an account separately specified by the Collaborator, within 30 days of receiving the payment invoice via an appropriate method from the Collaborator, after finishing the Period of Stay (bank fees to be covered by the Host).
c) The Host shall pay the entire amount without deducting taxes, bank fees or other expenses for reasons not specified in this Agreement.
d) The Host and the Collaborator regard the day on which the required procedures for the above-mentioned bank transfer are completed as the day of payment.
e) The Host shall prove the completion of payment to the Collaborator by supplying a "wire transfer form" of the bank from which the money transfer was made.
13.2 Travel expenses
a) The Host shall cover expenses for a round trip from an airport near the Collaborator's place of residence to the place of stay during the program. When the use of an airplane is necessary, the Host shall agree beforehand to cover the costs of an Economy Class air ticket.
b) If actual travel expenses exceed the estimated costs by the Collaborator’s intention or negligence after having agreed on details, the Collaborator shall cover the excess portion.
13.3 Transportation costs
a) Transportation to Joint Research Facility
If the execution of the Collaborator's work requires an international shipment of cargo to Joint Research Facility, and the Host accepts this in advance, the Host shall compensate for international shipping fees (transportation from a Host-approved location in the country of residence to Joint Research Facility), charges for customs clearance of [country where the Joint Research Facility is located], and domestic cargo rates in [country where the Joint Research Facility is located] covered in advance by the Collaborator.
b) Transportation from Joint Research Facility
If the execution of the Collaborator's work requires an international shipment of cargo from Joint Research Facility, and the Host accepts this in advance, the Host shall cover international shipping fees (transportation from the Joint Research Facility to a location in the country of residence approved by the Host), charges for customs clearance of [country where the Joint Research Facility is located], and domestic cargo rates in [country where the Joint Research Facility is located].
c) In case the Collaborator covered transportation costs set forth in a) and b) of this clause in advance, the Collaborator shall issue the according invoice(s) or receipt(s) to the Host, together with a copy of the respective receipt of the transportation company.
13.4 Accommodation
The Host shall provide a one-room apartment for the Collaborator for the period from x xx, 20xx to x xx, 20xx. The Collaborator shall cover all other costs (including telecom, food, etc.), as well as additional lodging expenses in case the Collaborator is accompanied by another person.
13.5 Equipment supply and support
In accordance with this Agreement, the Host shall cooperate regarding the Developed Software and the Developed Hardware, and provide necessary goods or equipment to a possible and reasonable extent.
13.6 Visa application costs
The Host shall cover the costs of a visa application if the Collaborator needs to apply for a visa in [country where the Joint Research Facility is located]. However, the Collaborator shall cover visa application expenses that occur in the Collaborator's country of residence.
13.7 Credits of Development Results
When using or publishing Development Results or derivative products, the Host shall indicate for all results of the Work, during and after the term of this Agreement, that these were produced through joint research and development with the Collaborator at the Joint Research Facility (When results were produced jointly by the Host with the Other Collaborator(s) in addition to the Collaborator, the Host, the Collaborator, and the Other Collaborator(s) shall clearly state the fact that these were produced jointly by all of them.) Details of such credits are to be discussed and determined separately between the Host and the Collaborator.
13.8 Procedure for Tax Exemption
When the Collaborator submit to the Host documents required for tax exemption procedures by ten (10) days prior to the first date on payment of the Commission to the Collaborator set forth Article 13.1 b), the Host will carry out procedures necessary for the Collaborator’s tax exemption.
This article defines obligations on the Host's side.
13.1 This clause specifies the amount, time and procedure of payment of commission. (If the Collaborator is exempt from taxation by tax convention, please refer to Article 13.8) The clause further specifies to what extent the commission covers processing fees, insurance and other expenses. Visa application costs are specified in 13.6. If items other than those specified in this article need to be added to the expenses to be borne by the Host, please make the according additions here. Transportation costs exclude expenses specified in 13.2.
For domestic Collaborators, 13.1 a) is to be modified as follows.
a The Host shall pay the Collaborator **** yen (tax excluded; hereinafter "Commission") as the only compensation for the Assigned Work defined in Article 2.
The Commission shall cover daily wages, travel expenses (except for the expenses specified in Clause 2a).
Regarding payment of commission based on this clause, the Collaborator shall issue estimates and invoices to the Host.
13.2,3,4 These clauses contain provisions regarding travel expenses, transportation costs and accommodation. If actual travel expenses exceed the estimated costs by the Collaborator’s intention or negligence, the Collaborator shall cover the excess portion.
This could be additional fees or cancellation charges that occur when the Collaborator misses an airplane and needs to buy another ticket for example. Travel expanses that are not specified in this clause are to be covered by the Collaborator as set forth in 13.1.
For domestic Collaborators, 13.3 is to be modified as follows.
13.3 Transportation costs
a Transportation to the Joint Research Facility
If the execution of the Collaborator's work requires the transportation of cargo to the Joint Research Facility, and the Host accepts this in advance, the Host shall compensate for shipping fees (transportation from a Host-approved location to the Joint Research Facility) covered in advance by the Collaborator.
b Transportation from the Joint Research Facility
If the execution of the Collaborator's work requires the transportation of cargo from the Joint Research Facility, and the Host accepts this in advance, the Host shall cover shipping fees (transportation from the Joint Research Facility to a location approved by the Host).
c In case the Collaborator covered transportation costs specified in points a) and b) of this clause in advance, the Collaborator shall issue the according invoice(s) or receipt(s) to the Host.
Along with his/her own invoice, the Collaborator must submit a copy of the respective invoice of the transportation company.
13.5 The Host shall cooperate regarding development activities, and provide necessary devices, components and other equipment to a possible and reasonable extent.
13.6 Regarding visa applications, the Host shall cover the costs of application procedures in the country where the Joint Research Facility is located, while the Collaborator shall cover expenses that occur in the Collaborator's country of residence. If no visa is required, this clause may be deleted.
For domestic collaborators, 13.6 is to be deleted.
13.7 This clause regulates credits and other indications related to the products resulting from the respective project. The Host shall indicate for all products that these are results of joint research and development with the Collaborator at the Joint Research Facility. This must be done continuously into the future. The use of products includes entries in competitions for example. Details of such credits are to be discussed and determined separately.
The correct indication of credits is helpful in communicating the products' origins and backgrounds to the user, and enables the Host and the Collaborator to follow their repercussions. In addition, credits also have a promotional effect.
13.8 If a tax convention exists between the country in which the Host pays taxes, and the country in which the Collaborator pays taxes, and procedures are done properly, taxes (such as income taxes) don't need to be paid. In order to receive an exemption, the Collaborator has to prepare the necessary documents (varying by country). If the Collaborator sends these to the Host within a certain period of time, the Collaborator can request the Host to perform the tax exemption procedures. In this case, this shall be done at least one month before entering the respective country. In case there is no tax convention with the country in which the Collaborator pays taxes, this clause may be deleted. If there is a tax convention with the country in which the Collaborator pays taxes, this clause may be formulated in rather concrete terms according to the respective country.
*In the case of the USA: *
If the Collaborator requests tax exemption procedures, the Collaborator shall provide the Host with the required data or documents. The Collaborator shall apply to the IRS for a "Form 8802" in order to obtain a "Form 6166", and fill out “Form7” (Application Form For Income Tax Convention) and “Form17” (Attachment Form For Limitation On Benefits Article). After obtaining a "Form 6166", the Collaborator shall send it together with “Form7” and “Form17” to the Host at least one month prior to the Collaborator's entrance into Japan."
For domestic collaborators, 13.8 is to be deleted.
|
Subjects |
Default Settings |
Remarks |
| Expenses in case the involvement of a third party is necessary |
Appropriate rights handling and payment of compensation (for material including music)
|
|
| Insurance |
Collaborators based outside Japan are obliged to buy insurance. Costs to be covered by the Collaborator |
|
| Credits |
Same as “Host’s Obligations”
|
|
| Cooperation for Visa Acquisition |
Necessary procedures to be performed
|
-To be deleted if no visa is required
|
| Procedure for Tax Exemption |
If a tax convention if applicable, procedures for tax exemption are to be performed.
|
May be deleted if no tax convention is applicable -Describes steps of the procedure (USA sample available) |
| Cooperation for PR |
|
|
| Compliance with Laws and Regulations |
General regulations
|
|
| Others |
|
-Prescribes preliminary contact if desired (e.g. when using Development Results after the end of a project for purposes such as entering competitions for example) |
The Collaborator shall assume the following obligations to Host:
14.1 Payment of expenses
a) When the cooperation of a third party is necessary, the Collaborator shall do the necessary processing, and cover occurring costs regarding copyrights or other rights belonging to a composer, designer or other rights holder, whenever necessary in order to execute the Work.
b) The Collaborator shall cover accident and health insurance costs for the period from and including the day of departure from the Collaborator country of residence, up to and including the day of departure from [country where the Joint Research Facility is located]
c) The Collaborator shall cover all other expenses spent by the Collaborator, except for those defined in this Agreement as the Host's responsibility.
14.2 Credits of Development Results
When using or publishing Development Results or derivative products, the Collaborator shall indicate for all results of the Work, during and after the term of this Agreement, that these were produced through joint research and development with the Host at the Joint Research Facility (When results were produced jointly by the Host with the Other Collaborator(s) in addition to the Collaborator, the Host, the Collaborator, and the Other Collaborator(s) shall clearly state the fact that these were produced jointly by all of them.) Details of such credits are to be discussed and determined separately between the Host and the Collaborator.
14.3 Cooperation for Visa Acquisition
a) The Collaborator shall properly undertake the necessary procedures for the acquisition of a visa. When the Collaborator needs to provide the Host with documents necessary for the visa application, the Collaborator shall send these documents timely and by an appropriate method. The Host shall support the acquisition of necessary documents for the Collaborator's visa application, but not guarantee or assume responsibility for the issuance of such certificate.
b) After receipt of a certificate of eligibility from the Host, the Collaborator shall promptly acquire a proper visa. The Collaborator's passport must be valid until at least six months from the time of entrance into [country where the Joint Research Facility is located], and contain at least two blank pages.
14.4 Cooperation for PR/report concerning
The Collaborator shall provide the Host with materials such as profile, photograph(s), text(s), work documentation (video)(s), printed matters, and others to be used for PR/report concerning the Work, and allows the Host to use such data free of charge when deemed necessary.
14.5 Compliance with Laws and Regulations
During the Collaborator’s stay in [country where the Joint Research Facility is located], the Collaborator shall obey the rules of Joint Research Facility, law of [country where the Joint Research Facility is located] and public policy. In the case of fire or other accident caused by intention, negligence or a breach of contract by the Collaborator, the Collaborator shall assume full responsibility.
This article defines obligations on the Collaborator's side.
14.1 Specified here are costs occurring on the Collaborator's side that are not included in the commission, or in other words, expenses that the Collaborator has to cover. If the execution of the Collaborator's work involves the use of someone else's music for example, the Collaborator shall do the necessary copyrights/licensing procedures, and bear occurring costs. The Collaborator is responsible for the proper handling of all rights belonging to third parties. In case the Host agrees to take care of this, this clause shall be altered accordingly.
The Collaborator shall further buy accident and health insurance for the period from the day of departure from the Collaborator's country of residence for the project, up to the day of the Collaborator's return, and bear these insurance costs. This part needs to be altered for Collaborators residing in the country where the Joint Research Facility is located.
For domestic Collaborators, 14.1 b) is to be deleted.
14.2 The indication of credits is to be handled as specified in Article 13.7.
14.3 The Collaborator shall acquire beforehand a visa that is necessary for staying in the respective country for the duration of a project. The acquisition of a visa generally requires a certificate of eligibility. The Collaborator shall provide the Host with the necessary documents for acquiring a certificate of eligibility. The period for this procedure is specified here as at least two months before entering the respective country. Once provided with such documents, the Host shall file an application for a certificate of eligibility, however as certificates of eligibility are issued by a state organ, the Host can not guarantee the issuance of such certificate. Once the Host has received a certificate of eligibility, he shall send it to the Collaborator.
After receipt of a certificate of eligibility from the Host, the Collaborator shall acquire a necessary visa for staying for the period of the project. The Collaborator's passport must be valid until at least six months from the time of entrance into the country, and have at least two blank pages left. This provision is not institutional, and may therefore be altered. Together with the acquisition of a certificate of eligibility, this is one important prior arrangement for being able to stay at the location of the project. This clause may be deleted in case no visa is required.
For domestic Collaborators, 14.3 is to be deleted.
14.4 The Collaborator shall provide the Host with materials such as profile, photograph(s), text(s), work documentation (video), printed matter, and others. The Host may use such documents free of charge for PR or report activities.
The latter include for example reports from the Host to a sponsor in case the Host receives financial aids.
14.5 As a matter of course, while staying in the country in which the Joint Research Facility is located, the Collaborator obeys that country's laws and the Joint Research Facility's regulations. The Collaborator shall assume responsibility for any trouble that occurs due to non-obeyance of these rules.
(Addition) If the Host wishes to know beforehand when the Collaborator publishes or enters results in a competition, the following clause shall be added here.
"14.6When publishing or entering results in a competition, the Collaborator shall notify the Host about this beforehand."
(Chapter Ⅴ part 3 Other Rights and Obligations: Subjects and Default Settings)
|
Subjects |
Default Settings |
Remarks |
| Collaborator’s Warranty |
The Collaborator warrants that the work will not infringe on rights owned by a third party.
|
The Collaborator shall cover expenses in the case of trouble. -If the Collaborator owns patent rights relating to Development Results, the Collaborator does not exercise these rights. |
| Use of Software etc. of a Third Party |
The purchase of software is to be discussed between the Host and the Collaborator.
|
|
| Maintenance |
1 year after the end of the Period of Stay: In the event of a termination of manufacture of hardware parts when updating the OS or integrated development environment, the Collaborator shall make the necessary arrangements for the Development Results to operate without compensation. 2 years after the end of the Period of Stay: The Collaborator shall cooperate regarding maintenance, development (including user group activation) of software and hardware without compensation. |
-To be specified where applicable to contents |
15.1 In executing the Work, the Collaborator shall warrant to the Host that the Collaborator has legitimate authority to conclude this Agreement, and that the Work will not infringe on IP Rights, or any other rights owned by a third party, or that mentally abuse, or violate the privacy of a third party. In the event of any dispute with a third party, Collaborator shall cover all expenses (including legal fees and other costs) for resolving the problem.
15.2 Whenever a product of the Work involves the Collaborator's own IP Rights owned before commencement of the Work, the Collaborator agrees not to enforce such rights.
Provisions in this article are to guarantee that the Collaborator can perform his/her work properly. Next to smooth contracting, these clauses specify that other people's rights shall not be violated.
When acting in a way that infringes on someone else's rights, the Collaborator may be asked to stop, and eventually compensate for damage. The Collaborator warrants not to infringe on such intellectual property rights of others. In the event of any dispute with a third party, the Collaborator shall cover all expenses for resolving the problem.
Whenever the work and results of the project involve the Collaborator's intellectual property rights, the Collaborator shall not enforce these rights, such as by claiming suspension or compensation from the Host as well as from third parties utilizing the results.
Whenever the Work requires the use of software etc., the rights of which are owned by a third party, the Host and the Collaborator shall discuss the matter, and decide on the usage of the software, such as by licensing or other necessary agreement with the third party.
If the execution of the work requires the use of additional software, such as commercially available video editing software for example, the Collaborator and the Host shall discuss the purchase of that software.
17.1 The Collaborator shall cooperate without compensation and to the extent possible on maintenance, administration, improvement and development (through user groups, etc.) of the Developed Software and the Developed Hardware for two (2) years after the Period of Stay.
17.2 In the event of an OS update or other modification concerning the Developed Software's operating environment within one (1) year after the end of the Period of Stay, the Collaborator shall make the upgrades necessary for the Developed Software to run in the respective new environment, and make the updated software accessible to the public without compensation. The details of this maintenance shall be separately discussed between the Host and the Collaborator.
17.3 In the event of an update to the integrated development environment, library or other parts of the development environment of the Developed Software within one (1) year after the end of the Period of Stay, the Collaborator shall make the upgrades necessary for the software to be developed in the respective new environment, and make the updated software accessible to the public without compensation. The details of this maintenance shall be separately discussed between the Host and the Collaborator.
17.4 In the event of a termination of manufacture of parts used for the Developed Hardware within one (1) year after the end of the Period of Stay, the Collaborator shall re-design and rebuild equally functioning hardware using the respective substitute part(s) without compensation, and make the updated hardware accessible to the public after verifying its operation. However, the Host shall cover the costs of substitute part(s), and the Collaborator shall purchase the substitute part(s) only with the Host's consent.
This article specifies details related to support and maintenance after the period of the Collaborator's stay/work.
17.1 Next to general maintenance and administration, the Collaborator's scope of cooperation also includes improvement and development. Maintenance and administration include debugging and version management, while cooperation regarding improvement and development could include the activation and support of user groups. Next to document creation and publication, this is extremely important for making the project and its results openly available, and spreading and developing them further. For example, when publishing results on source code sharing websites like GitHub, along with appropriate documents and support, this possibly leads to exchange among users, such as forking (producing alternative versions by duplicating and modifying codes) or using these results for various purposes. In order to facilitate such situations, the Collaborator's response to user inquiries, discussions on the improvement of products, as well as information gathered through such activities, may be reflected in version upgrades. This regulation shall be valid for two years after the period of the Collaborator's stay.
17.2,3 It may happen that software cannot be developed or doesn't run due to updates of operating systems or development environments. In such cases, the Collaborator shall make updated software available that runs on new operating systems or development environments. This provision applies for OS and development environment upgrades made within one year after the period of the Collaborator's stay. As the subjects and difficulty levels of maintenance vary greatly depending on the Development Result, details regarding maintenance are to be discussed separately.
17.4 In the event of a termination of manufacture of parts used for the developed hardware, which renders the production of hardware impossible, the Collaborator shall update the hardware using the respective substitute part(s). In other words, the Collaborator shall re-design and rebuild equally functioning hardware, and make the updated hardware accessible to the public after verifying its operation. This provision applies for parts the manufacture of which has been discontinued within one year after the period of the Collaborator's stay. Regarding the purchase of substitute parts, the Host shall give prior consent, and cover the costs of these parts.
Hardware could include such small, inexpensive articles as Arduino for example. In case the re-design and rebuilding of hardware involves large costs comparable with the production of automobiles or large rockets for example, a prior agreement on budget between the Host and the Collaborator will have to be made.
(Chapter Ⅵ : Subjects and Default Settings)
|
Subjects |
Default Settings |
Remarks |
|
Prohibition of Re-commission, Confidentiality, Force Majeure, Discontinuation of Work, Cancellation, Damage Compensation, Responsibility, Modifications, Entire Agreement
|
General regulations | |
|
Term of Agreement
|
As long as any right or obligation exists for either the Host or the Collaborator |
|
|
Governing Law
|
Japanese Law |
|
|
Jurisdiction
|
Specifies the court at which eventual conflict between the Host and the Collaborator is to be settled |
|
|
Language of Priority
|
The Japanese version is to be given priority. | If the contract is written in multiple languages, and provisions are interpreted differently depending on the language, the parties concerned will have to decide beforehand which version they give priority. |
The Collaborator shall not re-entrust all or part of the Work to a third party. However, the Host and the Collaborator may assign the Work to a third party if the Host permits such re-commission by a document to be issued after mutual agreement.
In principle, the Collaborator shall not re-commission work related to the project to others. However, the Host may permit such re-commission by a document to be issued after mutual agreement with the Collaborator. For example, the work could require additional imagery, the production of which may be commissioned to a third party.
19.1 During and after the term of this Agreement, the Host and the Collaborator shall treat confidentially all information disclosed by the respective other party based on this Agreement, and not disclose it to a third party.
19.2 The preceding clause shall not apply for information
a) that is publicly known or became known for reasons not imputable to the party concerned.
b) that was lawfully acquired by a third party.
c) that had already been possessed at the time of disclosure.
d) the disclosure of which was required by law, or mandated by the court or governmental organization.
This article contains clauses related to confidentiality obligation.
20.1 In the event the Host or the Collaborator does not fulfill this Agreement due to a natural disaster, war, revolution, riot, epidemic or other cause beyond the control of the Host and the Collaborator, this shall not be regarded as a breach of this Agreement.
20.2 If all or part of the Work is judged impracticable for a reason specified above, the payment of commission to the Collaborator as defined in Article 13 shall be calculated by the following method:
[commission] = [full commission] x [number of actual days of operation] ÷ [number of days of stay]
If any point specified in this agreement cannot be fulfilled due to causes beyond the control of the Host and the Collaborator, this shall not be regarded as a breach of contract. Examples would be natural disasters, wars, revolutions, riots or epidemics. The article further specifies a method for calculating the payment of commission in case the work cannot be carried out for such reasons.
If the Host decides to discontinue the Work, and no breach of contract by the Collaborator is involved, the Host shall pay the Collaborator fifty (50)% of the commission defined in Article 13 as the only remuneration.
This article specifies how to handle a situation in which the Host decides to discontinue the work without a breach of contract by the Collaborator. In such case, the Collaborator shall receive 50% of the commission as the only compensation.
When one of the following applies to either the Host or the Collaborator, the respective other party may cancel all or part of this contract if obligations still remain unexecuted one week after demanding fulfillment. In such cases, claims for damages shall not be precluded.
a) When being some kind of violation or illegal action in the process of conclusion or fulfillment of this Agreement
b) When violated a part of this Agreement
c) When is made attachment, provisional attachment, provisional disposition, compulsory auction, secured real property auction, or seizure as a result of delinquent tax payment
d) When is made a petition for bankruptcy procedure, special liquidation, civil rehabilitation, corporate reorganization, or corporate consolidation
e) In addition, when assets, trust, or solvency included a serious change
In the event of a breach of contract or illegal action by either the Host or the Collaborator, the respective other party may nullify this contract if obligations are not executed within one week after demanding fulfillment. This also applies in the case of bankruptcy for example.
Liquidation here refers to the dissolution of foundations or other corporate institutions.
If the Collaborator acts against this agreement by canceling one-sidedly, this will be subject to nullification. Furthermore, it may involve the payment of damage compensation (see Article 23 (Damage Compensation)).
23.1 When the Collaborator breaks all or part of this contract, the Collaborator shall compensate for all resulting damage (including legal fees).
23.2 When execution of the Work becomes impossible due to the Host's negligence, the Host shall compensate the Collaborator by paying the full Commission as defined in Article 13, but deducting all expenses the termination of the Work renders unnecessary to incur.
This article contains regulations concerning compensation in the case of damage. When a breach of contract by the Collaborator causes damage on the Host's side, the Collaborator shall compensate for that damage. Such costs include legal fees.
In addition, the article regulates compensation in the event that execution of the work becomes impossible due to the Host's negligence – for example if a budget cannot be secured due to a procedural error. In such case, the Collaborator does not have to pay for business operations that would normally have to be paid. If such error occurs at the preparation stage prior to the Collaborator's stay, for example, this will include insurance cost or costs involved in the creation of documents related to visa applications. The Host shall compensate the Collaborator by deducting such expenses (that the Collaborator was originally supposed to spend) from the commission.
In the event any damage to a third party arises out of the Work, the Host shall take no responsibility, and the Collaborator will be liable for the damage if caused by the Collaborator's own intention or negligence.
If a third party suffer damage caused by the Collaborator's deliberate intention or negligence, the Collaborator shall assume responsibility.
Neither party may assign, transfer or mortgage all or part of the rights, obligations or property that are subject of this Agreement without prior written consent of the other party.
The rights and obligations of either party cannot be transferred to third parties without consent.
Any modification to this document will be invalid and not effective unless specified in a written agreement signed by both parties.
Modifications to the contents of this contract may only be made by way of a written agreement between the Host and the Collaborator, signed by both parties.
This Agreement constitutes the entire agreement between the Host and the Collaborator with respect to the purpose of this Agreement, and supersedes any prior written or oral agreement, assertion or endorsement concerning the subject matter unless specified otherwise in writing and signed by both parties.
Except for the case of modification as specified in the preceding article, this agreement will be given first priority.
This Agreement takes effect on the day of conclusion, and will remain effective as long as any right or obligation exists for either the Host or the Collaborator specified in this Agreement.
This agreement takes effect on the day it is concluded. Rights and obligations are valid as long as specified in the agreement. In the case of this agreement, the contract ends when the period of maintenance (Article 17 (Maintenance)) ends. However, provisions related to credits remain valid even after the Term of Agreement. (See also Articles 13.7 (Credits of Development Results) and 14.2 (Credits of Development Results))
This Agreement complies with, and shall be construed in accordance with the laws of Japan.
This agreement – including this English version – was concluded and is to be interpreted based on Japanese law. If a project requires that the agreement be based on the laws of a different country, this Article shall be modified accordingly.
The parties hereto submit to the exclusive jurisdiction of [district court having jurisdiction over the location of the Host] with respect to all controversies arising from the interpretation and performance of this Agreement.
This article specifies the court at which eventual conflict between the Host and the Collaborator regarding this agreement is to be settled. This will generally be the district court having jurisdiction over the Host's location.
This Agreement is written in both [language of the country where the Joint Research Facility is located] and English languages, however in the event that differences arise in its interpretation, the Host and the Collaborator agree to refer to the [language of the country where the Joint Collaborator Facility is located / English] interpretation.
If the contract is written in multiple languages, and provisions are interpreted differently depending on the language, the parties concerned will have to decide beforehand which version they give priority.
For example, if the contract is written in Japanese and English, and the Japanese version is to be given priority, the regulation shall be as follows.
"While the agreement is written in Japanese and English languages, both the Host and the Collaborator agree to refer to the Japanese interpretation whenever differences arise in its interpretation."
In Witness Hereof, The Parties Sign This Agreement And Agree It To Be Executed By Their Duly Authorized Representatives As Of
[Date] 20Xx/Xx/Xx
Each Party Will Be Given A Copy Of The Signed Agreement.
Host:
【＿＿＿＿＿＿＿＿＿】
Represented By:
【＿＿＿＿＿＿＿＿＿】
Collaborator:
[Name]
【＿＿＿＿＿＿＿＿＿】
Represented By:
[Name]
【＿＿＿＿＿＿＿＿＿】
[Title]
【＿＿＿＿＿＿＿＿＿】
Each Party Receives A Signed Or Sealed Copy Of This Contract.
GRP Contract Form MANUAL
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