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David C Cook Global Church Licensing Agreement Standard Provisions – Life on Life

The following provisions (“Provisions”) apply to the David C Cook (“Cook”) Global Church Licensing Agreement (“Agreement”) with the church named in such Agreement (the “Church”), pertaining to the Cook curriculum “Life on Life” (“Work”).  These Provisionss may be amended by Cook, but only with prior written notice to the Church and an opportunity for the Church to respond.

  1. LICENSE:
    1. Subject to the terms of the Agreement,Cook grants to the Church a license to print, reproduce and distribute the Work in the licensed language in printed form (“Licensed Edition”) equivalent in content to the Work, all at the expense of the Church, and subject to the delivery and approval requirements set forth in the Agreement.
      1. In all copies of the Licensed Edition, the Church shall use only approved translated text (as set forth below). The Church may use the original cover art, title, and interior graphics.  Any changes to the text, cover art, title, or interior graphics are subject to Cook’s prior approval which may be withheld for any reason.  The Church must submit any proposed changes to the Work or any element therein to Cook for its review and approval at least thirty (30) days prior to first printing.
      2. To the extent any third party-owned works or content (including Bible translations) are used in the Licensed Edition, the Church agrees to obtain all necessary permissions and give all required notices and credits for uses of such works or content in the Licensed Edition.Specifically, the Church agrees that it shall obtain all rights and pay all fees necessary to use any licensed language version of the Bible text incorporated in the Work prior to distributing the Licensed Edition.
    2. Territory. The Church is licensed to exercise the rights granted in the Agreement in the licensed Territory (as defined in the Agreement) only.
    3. Reserved Rights. Cook DOES NOT LICENSE, ASSIGN, TRANSFER OR INCLUDE any rights in or to the Work that are not specifically set forth in these Provisions or the Agreement.All other rights to the Work are reserved by Cook and any other copyright owner(s) or licensor(s).
    4. TERM: The term of this Agreement is for a period time (“Term”) set forth in the Agreement. If the Church desires to renew this Agreement, the Church must notify Cook in writing at least ninety (90) days prior to the expiration date of this Agreement.  Renewal is at the sole discretion of Cook.  If this Agreement is not renewed in writing by Cook and the Church, all rights herein shall terminate and revert to Cook upon conclusion of the term set forth above.
  2. CHURCH’S OBLIGATIONS AND WARRANTIES:
    1. Cook reserves the right to require revisions to the Licensed Edition and/or to require the Licensed Edition to be removed from the market, or destroyed, or changes to be made at the first or a subsequent printing if, at any time, Cook determines the translation to be inaccurate or for any unauthorized changes to the Work or unauthorized uses of elements of the Work.
    2. The Church shall publish the Licensed Edition in accordance with the schedule set forth in the Agreement, unless Church shall be delayed or prevented from publishing the Licensed Edition because of governmental restrictions, labor disputes, shortage of materials, or any other similar reasons beyond the control of the Church, in which event the time for the Church to perform its obligations under this Section shall be delayed for a period of time equal to the duration of such event but not to exceed an additional six (6) month period. If the Church fails to publish the Licensed Edition within the time frame set forth in the Agreement or as otherwise agreed by the parties; Cook may terminate this Agreement upon thirty (30) days’ notice to the Church, whereupon all rights granted to the Church shall revert to Cook and any advance payments made to Cook shall not be returned to the Church.
    3. The Church warrants and represents that: (i) it has the necessary power and authority to enter into this Agreement; (ii) it shall comply with all applicable laws and regulations in connection with its use of the Work and use and distribution of the Licensed Edition as authorized by the Agreement; and (iii) it shall not use the Work or any portion thereof except for purposes of its ministry and related activities as part of the Licensed Edition.
    4. The Church shall indemnify Cook upon demand for any breach of these warranties and representations.
  3. ADVERTISEMENTS: The Church shall not insert within the Licensed Edition, or include on the cover or jacket of the Licensed Edition, any advertisements, other than information about other publications of or by the Church.
  4. COPIES: If Cook requests, the Church shall send to Cook a reasonable number of printed copies of the Church’s first edition of the Licensed Edition at no charge after the date of the first print run.
  5. COPYRIGHT NOTICE:
    1. The Church shall include the following notices in the English language on the copyright page of every copy of each Licensed Edition:

Originally published in English under the title: Life on Life

© 2016 by David C Cook

4050 Lee Vance Drive, Colorado Springs, Colorado 80918 U.S.A.

The name and address of the Church shall appear on the copyright page.  The Church shall include appropriate additional notices in the translated language, including biblical translation notices (if any) required by any Bible publisher, and all other legal notices required to be included in the Licensed Edition.

  1. The Church shall take all necessary measures to protect the copyright of the Work, the Licensed Edition and the translation therein under the terms of all applicable domestic and international copyright laws and conventions, including (if requested) securing copyright protection (and copyright registration if registration is available) of the Licensed Edition in the Church’s country in Cook’s name, for mutual protection of the Church and Cook.
  2. The copyright to the Licensed Edition, including the translation and any approved changes to elements of the Work, shall belong to Cook, and the Church hereby assigns and transfers to Cook any rights it may aquire in the Licensed Edition.  If the Church does not have the legal right to assign copyright to the Licensed Edition, translation or such changed elements to Cook, the Church hereby grants Cook an irrevocable, worldwide, perpetual, royalty-free license (with right to sublicense) to reproduce, distribute, adapt, and otherwise use the Licensed Edition, translation or changed elements, and agrees to take all steps necessary after the termination or expiration of the Agreement to assign or perpetually license all such rights to Cook. The parties agree to execute documentation confirming said assignment or license at the other party’s request.
  1. REVIEW: Cook or its duly authorized representative shall have the right upon written notice to the Church to examine any subsequent printings of the Licensed Edition and to request edits and the Church shall comply in a timely manner.  Further, if Cook requests changes to the Licensed Edition for legal reasons, the Church shall use its best efforts to cooperate in all requested changes.
  2. REVISIONS REQUESTED BY COOK: At any time during the original Term or any renewal Term of the Agreement, the Church shall make such revisions to any editions of the Licensed Edition as may be requested by Cook.  The Church agrees that once Cook has requested a revision to the Licensed Edition, the Church shall not print any further copies of their current print edition without incorporating the revised matter therein.
  3. TERMINATION:
    1. If: (i) the Church breaches any provision of the Agreement (including these Provisions) and does not cure such breach within thirty (30) days’ written notice from Cook; (ii) the Church stops distributing the Licensed Edition for more than sixty (60) days and its stock of printed copies falls below fifty (50); or (iii) should the Church stop doing ministry, lose its organizational status, change denomination affiliation, be adjudicated bankrupt, make an assignment for the benefit of creditors or take advantage of any insolvency or liquidation law, or if a receiver is appointed for the Church’s business, the Agreement shall thereupon automatically terminate.
    2. In the event the Church or its leadership is publicly accused of a violation of any law or engages in any other conduct which subjects or could be reasonably anticipated to subject the Church (or its leaders, pastors, elders or ministers) or Cook to public ridicule, contempt, scorn, hatred or censure or could harm the reputation of Cook or the Work, Cook shall have the right to terminate the Agreement upon written notice to the Church.
    3. Upon any expiration or termination of the Agreement, all rights granted to the Church in the Agreement shall revert to Cook and the Church will immediately cease any reproduction, distribution, or other exploitation of any Licensed Edition and the Church will promptly report the stock on hand for Cook’s sole determination of handling.
  4. MODIFICATION AND SEVERABILITY: The Agreement including these Provisions constitutes the complete understanding of the parties pertaining to the Church’s use of the Work, and no other representations concerning the Work or Licensed Edition shall be binding.  No alteration, modification or waiver of any provision in the Agreement shall be valid unless in writing and signed by both parties.  If any part of these Provisions or the Agreement is found to be invalid, unenforceable or illegal, the remaining terms and provisions shall remain valid and enforceable.
  5. ASSIGNMENT: The Agreement may not be assigned or sub-licensed by the Church without the prior written approval of Cook; any other attempted assignment or sub-license is void.  Cook reserves the right to assign the Agreement or any of the rights thereunder.
  6. GOVERNING LAW: The Agreement (including these Provisions) is made and shall be interpreted and enforced pursuant to the laws of the State of Colorado, U.S.A, without regard to its conflict of law provisions.
  7. CHRISTIAN CONCILIATION: The parties to this Agreement are Christian organizations and believe that the Bible commands them to make every effort to live at peace and to resolve disputes with each other in private or within the Christian church (see Matthew 18:15-20; I Corinthians 6:1-8).  As a result, the parties agree that, in the event of any dispute under or related to the Agreement (including these Provisions), they shall first attempt to reconcile such dispute by biblically-based mediation in a location to be mutually determined, and if necessary, by legally binding arbitration using Christian-based rules such as the Rules of Procedure for Christian Conciliation.  Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction thereof.  The fact of such mediation and Christian arbitration, and the negotiations and discussions held in connection therewith, shall remain confidential and shall not be communicated to any third party except the parties’ attorneys and accountants and witnesses who sign confidentiality agreements (except as provided by law or court order).
  8. NOTICES: All notices, requests, demands, reports, statements, and other communications pursuant to the Agreement shall be in writing and sent via via international courier or first class mail to the last known address of the other party.  The parties shall inform each other of any change of address during the Term of the Agreement.

revised March 2018

 

David C Cook

4050 Lee Vance Drive

Colorado Springs, CO 80918

719-536-0100

 

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