ARTICLE 1- SUBJECT
The subject of this agreement is to transfer of Dogan Burda Magazine, to the CUSTOMER, the “processing” the rights mentioned in the 21st article of the 5846 numbered Intellectual Properties and Works of Art Law (hereinafter referred as “IPWAL”), “reproduction” rights mentioned in the 22nd article, “broadcasting” rights mentioned in the 23rd article, and the financial rights to “broadcast to public by means of signal, voice and/or image transmitting devices” mentioned in the 25th article thereof, in the simple license form related to the……..(in written) number of photograph(s) (hereinafter referred as Work(s)) which is/are attached in the Appendix (Appendix 1) to the agreement, for the purpose to be used in the (periodical/transitory) publication named ……….. (hereinafter referred as “Publication”) that belongs to the CUSTOMER, and being limited with that purpose, for a period of …. months/years, domestically or internationally, for once/…. times, and to specify the mutual rights and obligations of the parties.
ARTICLE 2-MUTUAL RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. Dogan Burda Magazine transferred to the CUSTOMER, the usage license of “processing” rights mentioned in the 21st article, “reproduction” rights mentioned in the 22nd article, “broadcasting” rights mentioned in the 23rd article, and the financial rights to “broadcast to public by means of signal, voice and/or image transmitting devices” mentioned in the 25th article of IPWAL related to the Work(s) which is/are attached in the Appendix (Appendix 1) to this agreement, for the purpose to be used in the publication that belongs to the CUSTOMER, and being limited with that purpose, for a period of …. months/years, domestically or internationally, for once/… times.
2.2. The CUSTOMER will not use the Work(s) which is/are subject to this agreement either on the contrary of actual ethics and moral principles of the society or leading to any injurious behaviors, or losses both materially and immaterially for the owner of the works and/or for Dogan Burda Magazine and/or for the model of the works.
2.3. The CUSTOMER will not transfer and assign the Work(s) of which he obtained the financial rights usage license and its rights and obligations which arise from this agreement in any circumstances to any natural and/or corporate third parties. In case if the CUSTOMER is an incorporated body, the CUSTOMER acknowledges and undertakes to take his reasonable effort in order to take measures to ensure that the assistant persons who were employed by it also respect this issue.
2.4. The CUSTOMER is obliged to send 2 (two) copies of publications in which the Work(s) which is/are subject to this agreement is/are used to Dogan Burda Magazine and will ensure that the trademark and the logo of Dogan Burda Magazine at 25 mm x 5 mm sizes and the name and surname of the owner of the work will be absolutely included at the side part of the Work(s) which are used in the Publications. (Example: Photographs: Kemal Ýnce/Dogan Burda Magazine)
2.5. The CUSTOMER will limit any change to be done at the Work(s) which is/are subject to this agreement only by lightening, darkening or clipping and will by no means make any change or adulteration in the content of the photograph.
2.6. The CUSTOMER accepts that Dogan Burda Magazine has not obtained any permission or renunciation from the persons who are seen in the Work(s) which is/are subject to this agreement and from the persons or institutions that can claim intellectual property right related to the theme or content of the Work(s). The CUSTOMER undertakes to obtain the permissions or renunciations which would be required. Dogan Burda Magazine will not be held directly or indirectly responsible by the CUSTOMER, in any case for the results which would arise from not obtaining such permissions and renunciations. In the case if the Dogan Burda Magazine’s exemption from the responsibility as set out in this present article provision will be deemed void by the authorized court then the responsibility of Dogan Burda Magazine will be limited by the amount of the price paid by the CUSTOMER.
ARTICLE 3-COST AND PAYMENT
3.1. The CUSTOMER shall pay to Dogan Burda Magazine the price of the Work(s) subject to this agreement, set out by Dogan Burda Magazine unilaterally, provided that the financial rights usage license specified in the provisions of Article 2.1 are given to the CUSTOMER.
3.2 In the event of any failure in collecting the payment done related to the Work(s) pursuant to the Article 3.1 of this agreement, Dogan Burda Magazine will be entitled to claim a default interest at a rate of ---- % per month, without serving any notification to the customer, and without prejudice to any one of its rights specified in the article 8.
ARTICLE 4-FORCE MAJEURE
4.1. Events, which do not exist at the date of execution of this agreement, are unforeseen and developed beyond the reasonable control of the parties and the occurrence of which prevent any one of the parties or both of them from performing any or all of their obligations under the agreement and stated in the Code of Obligations are considered as force majeure. The party which is prevented from or delayed in the performance of any of its obligations under this agreement due to Force Majeure, shall forthwith notify the issue to other party in writing within the same day.
4.2. In this case, both of the parties acknowledge that they have the right to terminate this agreement; however, neither Party shall claim for any losses it incurred due to the termination nor any delay in the performance of the agreement from other party. However the parties, upon a mutual agreement, may sign a new service program and adapt this agreement on new terms and conditions.
ARTICLE 5-RELATIONSHIP BETWEEN THE PARTIES
ARTICLE 6- CONFIDENTIALITY
The parties acknowledge and undertake not to disclose any confidential information they will get about each other under the performance of this agreement, to any third parties, except for legal requirements and to make every endeavor to ensure that the assistant persons they employ also respect this issue, and not to ......................... against each other and against the authorized employees of each other during the period this agreement is in force as well as after its termination. The same apply to this Agreement and it’s provisions as well.
ARTICLE 7-ENFORCEMENT AND TERM
This agreement shall take effect as of the date of conclusion and shall remain in effect until ........ Unless mutually agreed in writing by the parties to extend the term of agreement not later than fifteen (15) days before the completion of the Agreement, this Agreement shall be automatically terminated without any requirement of notification, without prejudice to the rights and obligations of the parties accrued prior to termination.
ARTICLE 8-TERMINATION AND THE PENALTY CLAUSE
In the event that the CUSTOMER is in material breach of any of its obligations under this contract or fails to duly perform its obligations or performs its obligations imperfectly and/or uses, reproduces, distributes or modifies the Work(s) in an unauthorized way under this Agreement, Dogan Burda Magazine shall be entitled to terminate this agreement immediately, and/or to claim for its material and moral damages, as well as for penalty clause amounting to USD 5,000 (five thousand US dollars) per each Work from the CUSTOMER. The CUSTOMER acknowledges and undertakes in advance to pay such penalty without any claim for reduction and objection, and also admits and undertakes that such penalty amount is not excessive in price.
DOGAN BURDA DERGÝ YAYINCILIK CUSTOMER