
Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
OUTSOURCING AGREEMENT FOR CONVERTING HARD COPIES OF A BOOK INTO A COMPACT DISC (CD)
This Agreement for the conversion of the book titled "Intellectual Property Protection in India" is executed in ____________ on __________ 20____ by and between:
Golden Law Publishing Co. Pvt. Ltd., having their office at ____________________, represented by Mr. ____________, Manager, Golden Law Publishing Co. Pvt. Ltd. (hereinafter referred to as "the GLP Pvt. Ltd.")
AND
M/s Bluetec Web Services Pvt. Ltd., a company registered under the Companies Act, having their office at ____________________ and represented by Mr. ____________, Director, M/s Bluetec Web Services Pvt. Ltd. (hereinafter referred to as "M/s Bluetec Pvt. Ltd.")
WHEREAS the GLP Pvt. Ltd. has published the book "Intellectual Property Protection in India", it has decided to convert the hard copies of the above mentioned book into a soft copy version by getting the book digitized, and thereafter to put the contents of the book in a CD (Compact Disc) along with a Search Engine. The GLP Pvt. Ltd. floated a tender for this book vide tender document with closing date __________ 20____, and after evaluating the bids of various parties, the GLP Pvt. Ltd. has decided to award the project to M/s Bluetec Pvt. Ltd. on the following terms and conditions:
(1) M/s Bluetec Pvt. Ltd. would perform the job of digitisation (of the relevant portions marked for digitization) of the book, including Data Punching / Scanning, OCR Validation, Proof-reading (at an accuracy level of 99.9%), Tagging according to search parameters, Linking, Indexing, etc.
(2) M/s Bluetec Pvt. Ltd. would develop a search engine as per the GLP's requirement. The search engine would be licensed to the GLP Pvt. Ltd. for its perpetual use. The GLP Pvt. Ltd. would further be free to use this Search Engine for any purpose and would not be liable to pay M/s Bluetec Pvt. Ltd. any additional amount for such usage.
(3) The copyright of the contents of the CD, marketing rights and all other rights pertaining to the said CD would solely vest with the GLP Pvt. Ltd.
(4) M/s Bluetec Pvt. Ltd. undertakes to complete the assignment within a period of 100 days from the date of execution of this agreement.
(5) After the completion of the job, M/s Bluetec Pvt. Ltd. would give sufficient training, including technical aspects (relating to the features of the search engine developed by M/s Bluetec Pvt. Ltd.), to the people deputed by the GLP Pvt. Ltd. to facilitate their independent use of the search engine. The training must be to the satisfaction of the GLP Pvt. Ltd. in all aspects.
(6) M/s Bluetec Pvt. Ltd. would hand over the digitized contents of the book to the GLP Pvt. Ltd. after the completion of the job.
(7) The total project cost to be paid to M/s Bluetec Pvt. Ltd. would be as follows:
(a) Cost of developing the Search Engine – Rs. ____________ (Rupees ____________ only)
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This is a services agreement for the specific conversion of a printed book into a searchable digital format on a compact disc. It contains specific technical accuracy requirements of 99.9% and a mandatory 100-day delivery deadline. It is not a general software development agreement as it focuses heavily on data punching and physical page scanning.
Use this when a publishing entity has selected a vendor via a tender process to handle book digitization and requires a license for a search engine. Use a Software Development Agreement instead if the primary goal is building a new software application from scratch rather than data conversion.
| Clause | Name | What it does |
|---|---|---|
| 1 | Scope of Work | The service provider performs digitisation, data punching, scanning, and proof-reading at a 99.9% accuracy level. |
| 2 | Search Engine License | The provider licenses a search engine to the publisher for perpetual use without additional usage fees. |
| 3 | Ownership of Rights | Copyright of the CD contents and all marketing rights vest solely with the publishing company. |
| 4 | Timeline | The service provider must complete the entire assignment within 100 days of the agreement execution date. |
| 7 | Project Cost | Payment is calculated based on search engine development cost and a per-page rate for digitization. |
| 8 | Payment Terms | The publisher pays 25% of the total cost only after completion of the Master CD, with no advance payment. |
| 14 | Termination | The publisher may terminate the contract with three months' written notice for failure to meet time schedules or quality standards. |
| 15 | Force Majeure | Parties are excused from performance for events like war or power failure if notice is given within 21 days. |
| 16 | Arbitration | Disputes are referred to a sole arbitrator under the Arbitration and Conciliation Act 1996. |
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An outsourcing agreement under which a publisher engages a technology vendor to digitize the hard copies of a book and deliver the contents on a CD bundled with a search engine, in India. It covers the scope of digitization work (scanning, OCR, proofreading, tagging, indexing), development and perpetual licensing of the search engine, ownership of copyright and all rights in the CD, delivery timelines, staff training, per-page and per-CD pricing, payment milestones, CD updating and annual maintenance, indemnity, termination, force majeure, arbitration and jurisdiction.