AGREEMENT BETWEEN A PUBLISHER AND WEBSITE OPERATOR PERMITTING THE DISPLAY OF ITS PUBLISHED MATERIAL ON WEBSITE

THIS AGREEMENT made at…………….on this…………….day of...........	2000 between XYZ Publishing House Private. Ltd. a company incorporated under the Companies Act,1956 and having its registered off ice…………….(hereinafter referred to as the "XYZ" which expression shall, unless repugnant to the context or meaning thereof, be deemed to includes its Successors and Assigns) of the ONE PART and ABC Website Co. Ltd., a company incorporated under the Companies Act, 1956 and having its registered office ..................... (hereinafter referred to as the "ABC" which expression shall, unless repugnant to the context or meaning thereof, be deemed to includes its Successors and Assigns) of the OTHER PART.
 
WHEREAS
 
(1)The ABC is operating portal on Internet with the domain name'.www.abc.com" and displaying lot of information on various subjects for the use of its viewers.
 
(2) The XYZ is a big publisher and has published about 1000 books containing different subjects. A list of publications of XYZ is annexed to this Agreement and marked as Annexure 1.
 
(3) The ABC has approached XYZ to allow the text with photos, graphics and tables, etc., of its  publications to be displayed on its portal for the use of its viewers and XYZ has agreed to permit the display of the text with photos, graphics and tables, etc. of its publications on the portal of ABC on the terms and conditions hereinafter contained.
 
NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS UNDER
 
(1) XYZ permits the ABC to display the text including photos. Graphics, designs, tables, etc. of the books published by it, a list of which has been given at Annexure 1, of this agreement hereinafter referred to as the "said books" on its portal "www.abc.com" for a period of one year, commencing from the date of these presents. However the portal will display the text of the said books with such system that the text may only be read by the viewers and the viewers may not be able to download any part of the text.
 
(2) XYZ confirms that it is the owner of the copyrights of all the books published by it and therefore it is entitled to assign the copyright of the said books to ABC. XYZ will indemnify and keep indemnified ABC from and against all claims, demands, actions, proceedings, losses, damages, recoveries, judgments, costs, charges and expenses which may be made or brought or commenced against ABC or which ABC may or may have to bear, pay or suffer, directly or indirectly arising from the use of such contents furnished by the XYZ.
 
(3)ABC will be entitled to use the text of the said books of XYZ for its own business purposes. However ABC undertakes that it shall not modify, alter, edit or change the text of the said books on the portal and display the text of the said books in its original form with the name of the book, author and XYZ, along with the text, so that the viewers of the portal may come to know of the name of the book, author and the publisher of the book of which the text has been displayed on the portal.
 
(4) XYZ will deliver one copy of the latest edition of the copy of all the books published by it to ABC alongwith the floppies within seven days from the execution of these presents so that the text of the said books may be displayed on the website.
 
 (5) ABC will pay the following amounts to XYZ for use of the text, etc., of the said books on its portal: 		Rs. 20,00,000 At the time of execution of these presents 
		Rs. 2,00,000 every month 
The monthly payment of  Rs. 2,00,000 for the month of …………….	2000 will be paid on the 5th day of……………. and subsequent payment will be made on or before the 5th day of every succeeding month regularly. If the ABC fails to pay the said payment of Rs. 2,00,000 to XYZ within 10 days of the due date, ABC will be liable to pay penalty @ 2% to the said amount. If the amount remains delinquent 30 days after its due date, an additional penalty @ 5% will be added to each month of the delinquency. In case the amount is not paid within two months from the due date, XYZ reserves the right to terminate this agreement by serving a notice of 10 days to ABC.
 
(6) XYZ agrees and undertakes to furnish the revised edition of each book mentioned in the Annexure to ABC within fifteen days of the release of the book for updating the text book on the website of the portal.
 
(7) The books proposed to be published by XYZ after the execution of this agreement will not be covered by this agreement and ABC will not be entitled to use the text of the books being published by XYZ after the execution of this agreement. However if ABC desires to display the text of those books, it has to approach XYZ for display of the text of the said books on the website of the portal.
 
(8) If ABC
(i) fails to pay the monthly sum of Rs. 2,00,000 for a period of more than two months from the due date of its payment;
(ii) modifies, alters, changes or edits the text of the said books on the website of the portal;
(iii) fails to display the name of the book, author and publisher with the text of the book displayed on website of the portal;
(iv) passes a resolution of winding up or has a petition for winding up presented against or if a receiver shall be appointed of the whole or part of the assets, properties or undertakings of ABC or shall compound with or enter into any composition with its creditors;
(v) if any judgment or order against ABC shall remain unsatisfied for more than fourteen days;
Then, and on the occurrence of any such event, it shall be lawful for XYZ to terminate this agreement, without prejudice to any action that it may take against ABC for any right or remedy under this  agreement or otherwise at law. Upon such termination of the agreement, ABC will promptly stop the display of the text of the said books of XYZ and forthwith deliver or cause to be delivered all the books alongwith diskette at such place as may be intimated by XYZ to ABC promptly and not later than seven days from the date of termination of the agreement.
 
(9) If ABC having paid all the amounts payable under this agreement and observed and performed all the stipulations, terms and conditions, shall desire to renew this agreement and shall give notice of such desire not less than…………….days prior to the expiration of the term hereby granted, XYZ shall grant renewal of this agreement for a further period of 1 year commencing on the expiration of this agreement on the same terms and conditions as those herein contained including the right of renewal but at a monthly payment of Rs. 3,00,000 per month.
 
(10) Upon expiry of the term of this agreement or renewal hereof or sooner determination in terms of this agreement, ABC shall stop display of the text of the said books of XYZ and forthwith deliver or cause to be delivered all the books alongwith diskette at such place as may be intimated by XYZ to ABC promptly and not later than seven days of the termination of the agreement or renewal thereof.
 
(11) This agreement may be amended only by a writing signed by the	duly authorized representatives of both parties and specifically referring to itself as amendment to this agreement.
 
(12) Notices and other communications under this agreement shall be in writing addressed as indicated in the description of the parties herein or as either party may request in writing and the effective date of each is the date of its prepaid deposit in the mail for dispatch by air or such service properly addressed. Any notice sent by cable, telex or facsimile shall be deemed to have been served on the next day following the date of dispatch thereof.
 
(13) The parties hereto agree that they shall not be responsible for failure to perform of their obligations under these presents due to force majeure, which shall include but not be limited to fire, flood, strike,  labour strikes and disputes, embargo put by the government of the country of any party, shortage of labour, raw material, or any other reason of such party. If the circumstances leading to force majeure occur, the affected party shall give notice thereof to the other party. If the circumstances or event of force majeure continue for a period exceeding six months, either party may terminate this agreement.
 
(14) Any relaxation, forbearance, delay or indulgence on the part of any party in enforcing any of the terms and conditions of this agreement or the granting of time by any party to the other party shall not prejudice, affect or restrict the rights of that party, hereunder nor shall 	any waiver by any party, of any breach hereof, operate as a waiver of any subsequent or any continuing breach hereof.
 
(15) In case any dispute arises between the parties out of or in connection with this agreement, the same shall be referred to the arbitration of sole arbitrator, who may be appointed by the parties by mutual agreement. The venue of all proceedings relating to this agreement including Arbitration proceedings and proceedings before the Court will be…………….The proceedings held by the arbitrator in making the award will be in accordance with the provisions of Indian Arbitration and Conciliation Act, 1996 or any statutory modification thereof. The award of the arbitrator shall be final and binding on the parties.
 
(16) It is hereby agreed between the parties that the time is the essence of this agreement.
 
(17) This agreement shall be executed in duplicate. The original shall be retained by the ABC and the duplicate by the XYZ.
 
(18) The stamp duty and all other expenses in respect of this agreement and duplicate thereof shall be borne and paid by the ABC. 
 
(19) The headings of the clauses of this agreement are meant only for convenience of reference and shall not in any way be taken into account in the interpretation of these presents.

IN WITNESS WHEREOF the parties hereto have executed these presents and duplicate copy thereof on the day and year hereinabove written.
 
Signed and delivered by the within named XYZ Publishing Co Ltd., by the hands of Shri …...Managing Director thereof in the presence of
1 .
2
Signed and delivered by the within named ABC Website Co. Ltd., by the hands of Shri…….Managing Director thereof in the presence of
1.
2.