ABOUT / GRPContractForm / MANUAL / ISSUES / JAPANESE
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 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.
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.
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.
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.
The Host and the Collaborator shall conduct joint research and development on the following subject.
【＿＿＿＿＿＿＿＿＿】
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 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.
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
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.
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.
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.
Any modification to this document will be invalid and not effective unless specified in a written agreement 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.
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 complies with, and shall be construed in accordance with the laws of Japan.
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 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.
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
Produced by the Yamaguchi Center for Arts and Media [YCAM],
Planned and developed by YCAM InterLab,
Supervised by Tasuku Mizuno (Creative Commons Japan, Attorney at Law),
Supported by Dominick Chen (Creative Commons Japan)
GRP Contract Form is licensed under a Creative Commons Attribution - ShareAlike 4.0 International License.
GRP Contract Form is licensed under a Creative Commons [Attribution-ShareAlike 4.0 International] license (hereinafter referred to as “This License”). In accordance with Section 8.c. of This License, We expressly waive the terms and rights pertinent to the [Attribution] stipulated under Section 3.a. of This License. Therefore, the users may also use or share GRP Contract Form without giving appropriate credit such as the right holder's name, the title of the work, the URI, or these links.
For use at an event, please modify the GRP Contract Form as needed, and publish the respective results under the same license. In the case of secondary use, please fork the GRP Contract Form on GitHub, and indicate derivations and right-holders’ names whenever possible.
YCAM makes no guarantees whatsoever related to this text.
The persons involved in the creation/operation of this website (including other users) take no responsibility regarding the usage of this text (including any kind of use such as browsing, contribution, or external re-use; the same shall apply hereinafter).
When using this text, you are required to take personal responsibility.
YCAM takes no responsibility regarding eventual damage resulting from your use of this text.
YCAM does not guarantee that your use of this text is legitimate according to applicable laws.
We don't guarantee in any way the legitimacy, accuracy and safety of all information provided as contents.
We make no guarantees regarding external website linked to from this site.
This text permits alteration or reuse based on the Creative Commons Attribution-ShareAlike 4.0 International License, however it does not permit forms of reuse that violate laws or other regulations.
The use of images accompanying the text may be based on license agreements separate from the respective text licenses.
YCAM may discontinue the publication of all or parts of this text and all other contents without prior notice.