Category Archives: Attachment B3

SB3 0

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This LIBRARY-REGISTRY (PUBLIC DOMAIN) AGREEMENT (with all of the exhibits hereto, the “Library Agreement”) is entered into by and between ______________, a ___________ with its principal offices at _____________________ (the “Registry”), on behalf of itself and all Rightsholders, and _____________________, with its principal offices at ____________________________________ (“Library”), is entered into as of _________________ and is effective on the later of such date or the Effective Date of the Settlement Agreement (the “Library Agreement Effective Date”). The Registry and Library are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties.” RECITALS

WHEREAS, pursuant to a Settlement Agreement between Google and Plaintiffs dated as of October 28, 2008, the Registry has been established as a clearinghouse for the administration of the rights of Rightsholders under the Settlement Agreement; and

WHEREAS, all of the Rightsholders, through the Settlement embodied in the Settlement Agreement, are deemed to have authorized the Registry to enter into this Library Agreement on their behalf; and

WHEREAS, Library desires to become a Public Domain Library under the Settlement Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Library Agreement, Registry and Library hereby agree as follows:

Also posted in Section B3.0, Settlement | Comments closed

SB3 1

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Definitions. Capitalized terms have the meanings ascribed to them in Exhibit A (Settlement Agreement Definitions).

Also posted in Section B3.1, Settlement | Comments closed

SB3 2

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Settlement Agreement Terms.

Also posted in Section B3.2, Settlement | Comments closed

SB3 2.1

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Public Domain Books Only. Library has a Digitization Agreement with Google pursuant to which Library provides material to Google for Digitization. Library agrees that it will not provide materials to Google for Digitization when it knows that those materials are Books.

Also posted in Section B3.2, Section B3.2(a), Settlement | Comments closed

SB3 2.2

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Obligation to Delete. As of the Library Agreement Effective Date, Library hereby certifies that it has deleted or permanently rendered unusable any Digital Copies of Books provided by Google to Library prior to the Library Agreement Effective Date. If, after the Library Agreement Effective Date, Library discovers any such Digital Copies of Books or Google provides any Digital Copies of Books to Library, Library will delete or permanently render such Digital Copies unusable promptly upon discovery or receipt.

Also posted in Section B3.2, Section B3.2(b), Settlement | Comments closed

SB3 3

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Term And Termination.

Also posted in Section B3.3, Settlement | Comments closed

SB3 3.1

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Effective Date. This Library Agreement, if not terminated pursuant to any provision hereof, shall become effective on the Library Agreement Effective Date.

Also posted in Section B3.3, Section B3.3(a), Settlement | Comments closed

SB3 3.2

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Term. This Library Agreement shall continue in full force and effect until the last to expire of the U.S. copyright in each Book and Insert, unless otherwise terminated at an earlier date pursuant to Section 3(c) (Termination if Settlement Agreement Not Final) or Section 3(d) (Termination by Library).

Also posted in Section B3.3, Section B3.3(b), Settlement | Comments closed

SB3 3.3

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Termination if Settlement Agreement Not Final. In the event that the Registry and Library agree that the void.

Also posted in Section B3.3, Section B3.3(c), Settlement | Comments closed

SB3 3.4

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Termination by Library. Library may terminate this Library Agreement at any time for any reason or for no reason, upon thirty (30) days’ notice to the Registry.

Also posted in Section B3.3, Section B3.3(d), Settlement | Comments closed

SB3 4

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Representations, Disclaimer And Limitation Of Liability.

Also posted in Section B3.4, Settlement | Comments closed

SB3 4.1

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Mutual Warranties. Each Party represents and warrants to the other that (i) it has full power and authority to enter into this Library Agreement and to perform its obligations hereunder; and (ii) this Library Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms.

Also posted in Section B3.4, section B3.4(a), Settlement | Comments closed

SB3 4.2

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Disclaimer. The warranties explicitly set forth above are the only warranties provided herein and are in lieu of all other warranties by the Parties, express or implied, with respect to the subject matter of this Library Agreement.

Also posted in Section B3.4, section B3.4(b), Settlement | Comments closed

SB3 4.3

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Limitation of Liability. In no event will Library or the Registry be liable for lost profits or any form of indirect, special, incidental, consequential or punitive damages of any character from any claims arising out of this Library Agreement, whether based on breach of contract, tort (including negligence), or otherwise, and whether or not such Party has been advised of the possibility of such damage.

Also posted in Section B3.4, section B3.4(c), Settlement | Comments closed

SB3 5

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Releases.

Also posted in section B3.5, Settlement | Comments closed

SB3 5.1

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Use of Digital Copies by Library. Pursuant to Section 10.2(a) (Release of Google Releasees, Fully Participating Library Releasees, Cooperating Library Releasees, Public Domain Releasees and Other Library Releasees) of the Settlement Agreement, as of the Effective Date, Library is released by Rightsholder Releasors from the Public Domain Library Released Claims. Such section is set forth in Exhibit B (Public Domain Library Releases).

Also posted in section B3.5, section B3.5(a), Settlement | Comments closed

SB3 5.2

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Library Releases of Rightsholders. Without further action by anyone, as of the Effective Date, Library, for good and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, shall be deemed to have fully, finally and forever released, relinquished, settled, and discharged, each Rightsholder Releasor and Class Counsel, from any and all Claims that directly or indirectly relate to, are based upon or arise out of, the commencement, prosecution or settlement of the Action, or the negotiation or execution of this Library Agreement.

Also posted in section B3.5, section B3.5(b), Settlement | Comments closed

SB3 6

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Third-Party Beneficiary. Library acknowledges and agrees that each Rightsholder is a third-party beneficiary of this Library Agreement, entitled to enforce it in accordance with Section 8.3 (Breaches – General Principles) of the Settlement Agreement as if such Rightsholder were a party hereto.

Also posted in section B3.6, Settlement | Comments closed

SB3 7

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Dispute Resolution. Library hereby agrees that all disputes arising under this Library Agreement shall be subject to Exhibit C (Dispute Resolution). Except as provided in Exhibit C (Dispute Resolution), any claims, disputes or actions arising under or to enforce this Library Agreement shall be commenced and maintained only in the U.S. District Court for the Southern District of New York and all actions regarding the interpretation, implementation and enforcement of this Library Agreement shall be brought exclusively in such Court, with the Registry and Library submitting to the personal jurisdiction thereof, unless venue in the state in which Library is located is required by the law of such state.

Also posted in section B3.7, Settlement | Comments closed

SB3 8

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Miscellaneous Provisions.

Also posted in section B3.8, Settlement | Comments closed

SB3 8.01

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Notices. Unless provided for to the contrary in this Library Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Library Agreement shall be in writing and sent to the Parties at their addresses identified above (or as otherwise provided by notice given pursuant to this Section 8(a) (Notices)). Notice shall be deemed received (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon verification of receipt via facsimile or electronic mail, provided that such notice is also sent simultaneously via first class mail. Contact information shall be updated in wensure that each Party has current information regarding all such contacts.

Also posted in section B3.8, section B3.8(a), Settlement | Comments closed

SB3 8.02

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Governing Law. This Library Agreement shall be governed by and construed in accordance with the law of the State of _______________, without reference to principles of conflicts of laws. [Governing law to be specified in each Library-Registry Agreement. Governing law will be New York or the state in which Library is located if required by the law of such state.]

Also posted in section B3.8, section B3.8(b), Settlement | Comments closed

SB3 8.03

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Entire Agreement. This Library Agreement, including exhibits, sets forth the entire agreement between the Registry and Library with respect to its subject matter.

Also posted in section B3.8, section B3.8(c), Settlement | Comments closed

SB3 8.04

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Amendment. This Library Agreement may be amended by a written agreement signed by both Parties, only if such amendment does not impair the rights of Rightsholders under this Library Agreement.

Also posted in section B3.8, section B3.8(d), Settlement | Comments closed

SB3 8.05

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Assignment. Neither Party may assign any of its rights or delegate any of its duties under this Library Agreement without the prior written consent of the other Party, which shall not unreasonably be withheld or delayed. Any attempted assignment, delegation or transfer in derogation hereof shall be null and void. This Library Agreement shall be binding upon the successors and permitted assigns of both Parties.

Also posted in section B3.8, section B3.8(e), Settlement | Comments closed

SB3 8.06

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Severability. If any provision of this Library Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Library Agreement shall otherwise remain in full force and effect and remain enforceable between the Parties.

Also posted in section B3.8, section B3.8(f), Settlement | Comments closed

SB3 8.07

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No Waiver. The failure of either Party to act in the event of a breach of this Library Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches.

Also posted in section B3.8, section B3.8(g), Settlement | Comments closed

SB3 8.08

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Interpretation. The interpretive provisions of Section 17.32 (Interpretation) of the Settlement Agreement apply to this Library Agreement.

Also posted in section B3.8, section B3.8(h), Settlement | Comments closed

SB3 8.09

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Compliance with Law. Notwithstanding any other provision of this Library Agreement, nothing in this Library Agreement requires Library or the Registry to take any action that would violate any applicable law and neither of them shall be held to have breached this Library Agreement by omitting to take any action that, if taken, would violate any applicable law.

Also posted in section B3.8, section B3.8(i), Settlement | Comments closed

SB3 8.10

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Counterparts. This Library Agreement may be signed in counterparts, each of which shall constitute a duplicate original. Execution by facsimile shall be fully and legally binding on a Party.

Also posted in section B3.8, section B3.8(j), Settlement | Comments closed