Urantia Foundation
Translator Agreement from HellAgreement Between Urantia Foundation and ____________ Language Translator
This Agreement Between Urantia Foundation and __________ Language Translators (this "Agreement") is made by and between Urantia Foundation, an Illinois not-for-profit common law trust, created by a Declaration of Trust dated 11 January 1950 (the "Foundation"), and ____________________, an individual, who is a citizen of _____________________ and a resident of ___________________, ("Translator").
A. Acknowledgment of ownership of the copyright in and to The Urantia Book
Translator irrevocably agrees and accepts that all right, title and interest in and to The Urantia Book, including copyrights, are exclusively owned by the Foundation worldwide. Translator further agrees never to challenge, in any court of law, the Foundation's ownership of such right, title and interest, including copyright, or the validity of such copyright, for any purpose or reason whatsoever.
B. Creation and Ownership of the ______________ translation of The Urantia Book (the "Translation").
a. Translator acknowledges and agrees that the Foundation has the sole authority to create or authorize the creation of, derivative works of The Urantia Book, including translations thereof.
b. The Foundation has authorized Translator to assist in the creation of a derivative work of The Urantia Book, in the form of a Translation. In exchange for payment to Translator of the sum of USD ____________ per translation, Translator will assist as a translator in the creation of the Translation and, in that regard, will act in accordance with the Specifications provided to Translator by the Foundation, a copy of which are attached as Exhibit "A" to this Agreement.
c. Translator agrees that Translator's rendering of the Translation and all drafts thereof shall be a "work for hire" within the meaning of the United States copyright laws, and Translator understands and acknowledges that all right, title and interest, including copyrights, arising as a result of the creation of the Translation, or other work done pursuant to this Agreement, shall belong to the Foundation, including: (i) the right to control the Translation by producing copies thereof and by making it available to the public, be it in the original or a changed form, in translation or adaptation, in other literary or artistic form, or by other technical means; (ii) the right to bring action for infringement of the copyright or other intellectual property right in or to the Translation; (iii) the right to change the Translation; and (iv) the right to transfer any right, title or interest in the Translation, including the copyright, to others.
d. In the event that the Translation, or any portion thereof, is not a "work for hire" within the meaning of the United States copyright laws, Translator hereby assigns to the Foundation any and all rights, title and interest in and to the Translation, drafts thereof or related materials, which Translator possesses or hereafter may acquire, including all right, title and interest in and to all copyrights in the Translation, drafts thereof or related materials. Such assignment shall be effective as of the time the Translation, or relevant portion thereof, is fixed in a tangible medium of expression.
e. Translator hereby acknowledges and agrees that Translator's obligations, duties and responsibilities pursuant to this Section B., shall survive indefinitely Translator's performance under this Agreement, and the termination or cancellation of this Agreement.
f. Translator hereby further acknowledges and agrees that the Foundation shall own all media onto which the Translation or any portion thereof is rendered, regardless of whether such media were supplied by the Foundation or were purchased, otherwise obtained or created by Translator, including notes, documents, papers, memorandums, disks, diskettes, recording tapes or copies of anything mentioned before. In that regard, to the extend necessary to vest such ownership in the Foundation, Translator hereby assigns to the Foundation any and all rights, title and interest in and to such media which Translator possesses or hereafter may acquire, and Translator agrees to fully cooperate with all directives and instructions of the Foundation with respect to the maintenance, disposition or other treatment of any such media, or any portion thereof, within the possession, custody or control of Translator.
g. Translator has made no prior assignment of, or agreement with any third party to assign, any rights in or to the Translation, or in or to the media described in he preceding paragraph, and and agrees to not do so, or purport to do so, in the future.
C. Rights for Further Revision of Translation
Translator agrees that the Foundation shall have, and the Foundation reserves, the right to edit or otherwise change, modify or adapt the Translation, or to authorize any third party to edit or otherwise change, modify or adapt the Translation, for production as a bound book or on electronic discs, tapes or other media, in order to ensure that the Translation accurately reflects, in the best possible manner, in the sole opinion of the Foundation, the text and style of The Urantia Book and Translator waives any right to object to any such editing or other change, modification or adaptation made to the Translation by the Foundation or its authorized designees.
D. Production rate
Should Translator fail to comply with the production rate specified by the Foundation, the Foundation will have the right, in its sole discretion, to withhold or reduce the payments to be made to Translator pursuant to Section B.b. above, until such a time as Translator has complied with the production rate for the time period for which Translator has been paid, at which time the regular payments shall resume, or the Foundation and Translator shall amend in writing the terms respecting the rate at which Translator will be producing payments to Translator. Payments to Translator shall cease upon termination of this agreement and/or completion of the initial translation of the entirety of The Urantia Book but, should the Foundation subsequently require further revision of the Translation by Translator, the parties in good faith shall negotiate a rate of production and a payment amount for such revisions, and after agreement is reached between them respecting the same, Translator agrees to perform and transmit such revisions to the Foundation in accordance with the terms of this Agreement, other than those terms relating to the rate of production and payment.
E. Mutual right of cancellation
Because translation from one language to another is an art and not a science; because the quality of work is often dependent on variables and intangibles difficult of quantification, definition or control; because personnel can change, rendering a previously capable translation team no longer effective; because a translator may, after delving into a translation project, determine that he/she no longer wishes to continue such work, owing to its nature and/or complexity, or for other reasons; it is agreed by the Foundation and Translator that either of them will have the right to cancel this Agreement upon delivery of written notice of cancellation. Upon such cancellation, Translator shall deliver to the Foundation: (i) all materials delivered from the Foundation to Translator in connection with this Agreement; (ii) all work product relative to the Translation completed prior to such cancellation; and (iii) all media, as referenced in Section B.f. above.
F. Confidentiality
Translator agrees to treat all matters arising from this Agreement, including the existence of this Agreement, as strictly confidential, unless this Agreement clearly contemplates otherwise. Translator further agrees that it shall be the Foundation's sole prerogative to determine the appropriateness of the time and nature of any disclosure of any matters arising from this Agreement, including the existence of this Agreement, the terms of this Agreement, or any of the business between the Foundation and Translator.
G. Governing law and venues
The law governing the interpretation and enforcement of this Agreement shall be the federal and state law effective within the State of Illinois, USA, and any court proceedings instituted relative to this Agreement shall be within the State of Illinois, USA.
H. Agreement with Translator on a non-exclusive basis
The Foundation reserves the right to undertake other translations of The Urantia Book into the _________ language and /or other languages at any time, either itself or with any other party or parties. The Agreement contemplates the Translation on a non-exclusive basis. Translator absolutely and irrevocably disclaims any rights or interest in or to any action, of judicial nature or otherwise, to stop, contest or otherwise interfere with any other translation of The Urantia Book which the Foundation might decide to undertake, whether it be into the ____________ language or otherwise, or with any party or parties.
I. Miscellaneous
a. The Foundation and Translator agree for their respective parts that, whenever their consent, action, decision, consideration, judgment or agreement is required, they will not unreasonably withhold or delay such consent, action, decision, consideration, judgment or agreement.
b. This Agreement constitutes the entire understanding and agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements between the parties to this Agreement with respect to the subject matter of this Agreement, all of which are merged this Agreement. This Agreement cannot be varied orally, but shall be amended only in writing signed by both the Foundation and the Translator.
c. The terms of this Agreement shall apply worldwide.
d. Nothing contained in this Agreement shall be deemed to create, or be construed as creating, a joint venture or partnership between the Foundation and Translator. Neither the Foundation nor Translator is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other. Neither the Foundation nor Translator is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner.
e. No waiver of any provision of this Agreement, or any right or obligation under this Agreement, shall be effective, except pursuant to a written instrument signed by the party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
f. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
g. Translator shall not have the right to, and shall not, assign or transfer this Agreement, or any interest in this Agreement (including rights and duties of performance), whatsoever, without the advance written consent of the Foundation.
h. Translator agrees to take all actions, and sign all further documents, which the Foundation reasonably deems are necessary or advisable to effectuate the intent of this Agreement, including with respect to execution of further documentation to vest rights in and to the Translation in the Foundation.
Signed:
____________________________________________________________
Urantia Foundation /Date
____________________________________________________________
Translator /Date