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英文版权合同doc

甲方：___________________

乙方：___________________

日期：___________________

Memorandum of Agreement

made this 20th day of December 2010

BETWEEN

A B

WHEREAS the Parties wish to collaborate to reprint, translate and/or adapt as China Editions ( the China Editions '), for the People's Republic of China (excluding Hong Kong, Macau and Taiwan), titles originally published by Cambridge University Press ( the Original Works '), and to publish the China Editions under the joint imprints of Cambridge University

Press and CHINESE PUBLISHER, and then to promote, distribute and sell the China Editions in the People 's Republic of China (excluding Hong Kong, Macau and Taiwan).

IT IS MUTUALLY AGREED between the Parties hereto as follows:

Principles of collaboration

1.1 Publication of the China Editions shall be at the risk and expense of the Parties jointly,

and costs and revenue shall be divided between the Parties as provided under this Agreement.

1.2 Where copyright in the Original Works is held by Cambridge solely, copyright in the corresponding China Editions shall be held jointly by Cambridge and CHINESE PUBLISHER

during the term of this Agreement without prejudice to Cambridge 's sole and exclusive rights in the Original Works. Where copyright in the Original Works is not held by Cambridge solely or Cambridge holds only the necessary rights under license from the copyright holder of the

Original Works for, amongst other things, the publication of the Original Works as the China Editions, Cambridge and CHINESE PUBLISHER shall jointly own copyright in Cambridge 's

and CHINESE PUBLISHER 'S new contributions to the China Editions (i.e. new content, design, layout, translations etc., not found in the Original Works) during the term of this Agreement without prejudice to the copyright holder's own rights in the Original Works as used in the China Editions. For the avoidance of doubt, except as expressly mentioned in this Agreement, neither Party shall exercise or permit the exercising of any primary or subsidiary rights in the China Editions (by, for example, publishing or licensing rights

permitting the publication of, amongst other things, reprint, revised, derivative, translation and adapted editions of the China Editions) on its own or jointly with any third-party without securing the prior written agreement of the other Party.

1.3 CHINESE PUBLISHER shall have the right to use the name and logo of Cambridge University Press ' solely in connection with the publication, promotion, distribution and sale of

the China Editions during the term of this Agreement only and no other use may be made of the said name and logo without the prior approval of Cambridge in writing. For the avoidance of doubt, the China Editions shall bear the joint imprints of Cambridge University Press and

CHINESE PUBLISHER only, and shall be published under Chinese ISBNs provided by CHINESE PUBLISHER, such Chinese ISBNs having been lawfully procured by CHINESE PUBLISHER for the purpose of publishing the China Editions.

1.4 CHINESE PUBLISHER shall undertake the promotion, distribution and sale of the China Editions in the People 's Republic of China (excluding Hong Kong, Macau and Taiwan)

only (this territory hereinafter referred to as the Area'). CHINESE PUBLISHER shall not promote, distribute or sell the China Editions outside the Area, or distribute or sell them directly or indirectly to any person or organisation in the Area knowing or having reason to believe that they shall be re-sold outside the Area.

1.5 The Original Works to be published as China Editions are listed as Schedule A to this Agreement. Further schedules may be added to this Agreement (e.g. as Schedules A.2, A.3,

A.4 etc.) to provide for the publication of additional Original Works as China Editions subject to the mutual agreement of the Parties in writing.

1.6 Nothing in this Agreement shall be construed as preventing Cambridge from publishing

or co-publishing on its own or with any third-party, or permitting the publishing or copublishing by any third-party of, the Original Works or parts thereof in any form or media provided that during the term of this Agreement Cambridge shall not publish or co-publish, or permit the publishing or co-publishing by third-parties, within the Area, of any work using the Original Works or parts thereof that is in form, content and media closely similar to the China

Editions without first securing CHINESE PUBLISHER 's consent in writing (e-mail correspondence shall suffice).

1.7 For the avoidance of doubt, neither Party shall:

1.7.1 represent itself as an agent of the other Party for any purpose;

1.7.2 give any condition or warranty or make any representation on the other Party's behalf