Grant of License. Subject to the terms and conditions of the Agreement, Licensor grants to Licensee a personal, nontransferable and nonexclusive right to use each of the Licensed Work(s), solely for the Permissible Use in the Permissible Media for the Term and in the Territory (the “License”). Such License includes the right to reproduce the Licensed Work(s), display the Licensed Work(s) publicly, and prepare derivative works based upon the Licensed Work(s) solely in connection with the Permissible Use. All rights not expressly granted to Licensee herein are hereby reserved by Licensor.
Translations (if applicable).
If and only if Licensee has requested a Translation License by indicating such request above, Licensor grants to Licensee a non-exclusive license to translate the Licensed Work(s) into the Translation Language (the “Translated Work(s)”). The translations for the Translated Work(s) shall be made faithfully and accurately and shall consist of the whole of the textual, pictorial, and diagrammatic material constituting the corresponding Licensed Work(s), without alteration, abridgement or supplement, except with the express written permission of Licensor. The translation process shall be conducted in compliance with the Guidelines for the Translation of Rome Foundation Material (to be provided by Licensor) and shall be monitored by a representative of Licensor. Licensee shall submit to Licensor the final manuscript of each Translated Work created hereunder for Licensor’s written approval prior to the use or distribution of such translation. Within thirty (30) days of its receipt of any manuscript hereunder, Licensor shall provide Licensee with its approval of the manuscript or any comments and modifications that it may have regarding such manuscript, and Licensee shall be required to incorporate such comments and modifications into the manuscript prior to publication or dissemination of the work. If Licensor does not provide Licensee with its approval or any comments or modifications within the thirty (30) days, Licensee must notify Licensor, in writing, to remind Licensor that the manuscript is still pending Licensor’s review. If Licensor still does not provide its approval or any comments or modifications regarding the manuscript within five (5) days of receiving such additional notice, then the manuscript shall be deemed approved as the Translated Work. Under no circumstances shall Licensee publish or otherwise distribute the Translated Work until the Translated Work has been approved by Licensor.
Licensee and Licensor acknowledge and agree that the Translated Work(s) are translation works that have been specially ordered and commissioned by Licensor, and thereby shall be considered “works made for hire” for the benefit of Licensor, pursuant to Section 101 of the United States Copyright Act, 17 U.S.C. § 101. Without curtailing or limiting the aforesaid acknowledgment, Licensee hereby assigns, grants and delivers (and hereby further agrees to assign, grant and deliver) exclusively unto Licensor all rights, titles and interests of every kind and nature whatsoever, now known or hereafter recognized, in and to its contributions to the Translated Work(s), and all copies and versions thereof, including all copyrights therein and thereto and all renewals thereof, and the right to sue for infringement. Licensee further agrees to execute and deliver to Licensor, its successors and assigns, such other and further instruments and documents as Licensor reasonably may request for the purpose of establishing, evidencing and enforcing or defending its complete, exclusive, perpetual and worldwide ownership of all rights, titles and interests of every kind and nature whatsoever, now known or hereafter recognized, including all copyrights, in and to the Translated Work(s), and Licensee hereby constitutes and appoints Licensor as agent and attorney-in-fact, with full power of substitution, to execute and deliver such documents or instruments as Licensee may fail or refuse to execute and deliver, this power and agency being coupled with an interest and being irrevocable.
Acknowledgements of Licensee’s role in translation will be included whenever that translation is disseminated or published in a format selected by Licensor and at Licensor’s sole discretion. The Licensee will not be reimbursed for costs and expenses associated with the translation; however, there shall be no License Fee associated with Licensee’s use of the Translated Work(s), provided that such use is limited to a single Permissible Use.
