Commissioning Contract with Editor-in-Chief of the Journal
Pleiades Publishing, Ltd., being the copyright holder and publisher of the journal _______________, hereinafter referred to as the Publisher, represented by its President A. Shustorovich, acting on the basis of the Articles of Association, on the one hand, and ________________ (indicate full name and citizenship), hereinafter referred to as the Editor-in-Chief, on the other hand, have entered into this Contract as follows:
Article 1. Terms
For the purpose of this Contract, the terms shall have the following meanings:
Publisher is a party to this Contract or its legal successor in the event of its reorganization or change in legal form.
Journal is a compiled scientific work representing a scientific periodical in the English language titled _________________ with a basic frequency of ____ issues a year, which may be changed by agreement of the Parties, hereinafter referred to as the Current Frequency. The Current Frequency of the Journal agreed upon by the Parties is fixed by the Parties as a mandatory condition of this Contract (clause 3.1.6., 3rd bullet point).
Works are original scientific research articles, illustrations, photographs, tables, charts, and other separate components of articles that are subject to copyright and are the result of the creative work of the author (coauthors), not previously published in English, related to the Journal’s subject matter, the exclusive right to translate which into English and use in English belongs (or will belong) to the Publisher by virtue of agreements with the Authors (Coauthors) of Works (hereinafter, Copyright Transfer Agreements), selected and arranged in a certain order by the Editor-in-Chief and other Compilers for the purpose of creating the issues of the Journal under the conditions of this Contract and the relevant Copyright Transfer Agreement(s).
Authors are the individuals who created Works and who entered into agreements with the Publisher granting the Publisher the exclusive right to use the Works under the conditions of such agreements (Copyright Transfer Agreements).
Compilers are the Editor-in-Chief and other individuals engaged by the Editor-in-Chief to perform this Contract and who, at the request of the Publisher, select and arrange the Works to create a compiled work – the issue(s) of the Journal. The team of Compilers is formed and updated as deemed necessary by the Editor-in-Chief of the Journal, and the Editor-in-Chief shall send the list of Compilers to the Publisher as changes are made to the composition of the Compilers.
Compiled Work is a composite work created by the Editor-in-Chief and other Compilers at the Publisher’s request in accordance with the conditions of this Contract as the final content of each and every issue of the Journal, including Works separately selected and arranged in a certain order that the Editor-in-Chief has prepared and handed over to the Publisher for further use under this Contract and other agreed requirements arising from this Contract.
Thematic Editor (if applicable) is an individual, a specialist holding an academic degree in a specific field of scientific knowledge relevant to the subject matter of the Journal (or a group of journals with a subject matter closely related to that of the Journal; hereinafter referred to as the Thematic Group or Cluster). The Thematic Editor may be engaged by the Publisher to facilitate the work of the Compilers and ensure (or enhance) the high scientific quality of the Works and/or materials to be included in the Journal as agreed upon with the Editor-in-Chief (Compilers).
Usage Factor, or UF is a value calculated as a median value of the number of downloads over the two successively completed publishing years for all Works published online in the Journal within the same period. The number of downloads shall be determined in line with the COUNTER-recommended rules.
The Editorial and Publishing System, or EPS is a technological tool owned by the Publisher, located on the Publisher’s website(s), allowing the Publisher, the Editor-in-Chief of the Journal, Compilers, and other EPS users (authors, reviewers, editors, and translators) to improve (automate) certain technological and editorial-publishing processes for the submission and preparation of Works (articles) and CRCs of the Journals.
Development Plan of the Journal, or Plan is a document developed by the Editor-in-Chief that provides for a set of measures and activities aimed at improving the scientific level, quality of selection and preparation of Works and the Journal as a whole. The results of the implementation of the Plan shall serve, among other things, as criteria for assessing the effectiveness of the implementation of this Contract, shall be formed by the Editor-in-Chief at the end of the publishing year, and shall be submitted to the Publisher simultaneously with the annual report (hereinafter, the Report), subject to review by the Publisher within no more than 45 days of its receipt. The Plan and the Report are integral parts of this Contract and serve as the basis for determining the final annual remuneration to the individuals participating in the implementation of the Plan.
Open Access Model, or OA means any method of reproduction and distribution of the Work accepted by the Publisher, by which the Publisher prepares, publishes (posts), and distributes the Work (in English) in exchange for payment from the financing party in accordance with the terms of a separate license (as specified below), and access to the OA Work(s) published and distributed by the Publisher shall be provided to the general public freely and publicly, provided that the Author (coauthors, other right holder) of the OA Work(s) grants the Publisher a permanently applicable and irrevocable Creative Commons Attribution License in accordance with the information posted on the Publisher’s website (here and in the text of the Contract, License or Consent), or any other standard successive license under which the Publisher (or its authorized persons, including affiliates) will provide open access to the OA Work(s).
Parties are the Publisher and the Editor-in-Chief that concluded this Contract.
Article 2. Scope
2.1. The Publisher assigns (orders) and the Editor-in-Chief undertakes to create the Compiled Work, to fulfill the jobs, and render other services on its creation, including organization of work on editorial preparation of the Works under this Contract, to transfer the Compiled Work and the exclusive right to use it to the Publisher, and the Publisher undertakes to accept the rendered jobs (services), Compiled Work(s), and the exclusive rights to use them and effect payment in the manner and under the conditions specified in this Contract.
2.2. From the date of creation of the Compiled Work, the Editor-in-Chief (Compiler), shall fully assign and transfer to the Publisher the exclusive copyright to the Compiled Work in its entirety, worldwide, for the entire duration of the exclusive copyright to the work as applicable in the territory of the Russian Federation. The Compiled Work and the medium in which it is expressed shall be transferred to the ownership of the Publisher.
2.3. The exclusive right to the Compiled Work includes without limitation the right to reproduce (publish, and publicize) the Compiled Work and the separate Works therein, including abstracts, articles, bibliographic information, illustrations, figures, photographs, subject headings, and all the other proprietary works of authorship contained in the Compiled Work as reprints, anthologies, split titles, supplements, combinations, derivatives, or other forms of the Journal, in databases and by any other means and in any other form (including, without limitation, any print and digital formats), the rights to create any derivative works based on the Compiled Work, the right to compile, the right to distribute, disseminate, make available for access, market, advertise, distribute copies, promote and sell (directly or through third parties) the Compiled Work and the Journal as a whole and separate Works or separate parts thereof (as described above), individually or as bundled or collected in packages with other content in accordance with any model of distribution, licensing, or sale now in effect or later devised.
2.4. The Parties, if necessary, shall cooperate (or facilitate) in providing each other with documents and information required to confirm that the Parties fulfill the terms and conditions stipulated by this Contract.
Article 3. Rights and obligations
3.1. Editor-in-Chief:
3.1.1. The Editor-in-Chief shall undertake to perform the following:
3.1.2. Special conditions in the event of the presence of a Thematic Editor within the Thematic Group of Journals or Cluster.
3.1.3. The Editor-in-Chief has the right:
3.1.4. The matters of use (including transfer) by the Editor-in-Chief of the Compiled Work created by him under this Contract shall be resolved upon written agreement with the Publisher, unless otherwise expressly provided for in the Contract.
3.1.5. The Editor-in-Chief shall not hand over the Compiled Work created under this Contract to third parties, except for the cases expressly provided for by this Contract or in accordance with the Publisher’s written instructions.
3.1.6. The Editor-in-Chief guarantees that:
3.2. Publisher.
3.2.1. The Publisher undertakes:
3.2.2. The Publisher has the rights:
3.2.3. The Publisher guarantees:
Article 4. Cost of jobs and remuneration
4.1. For the creation of the Compiled Work and the performance of other jobs and services hereunder, as well as for the assignment (full transfer) to the Publisher of the exclusive right to the Compiled Work created and delivered by the Editor-in-Chief to the Publisher hereunder, the Publisher shall pay to the Editor-in-Chief the Remuneration of _______ US dollars. (The amount of the above Remuneration shall be determined by the Editor-in-Chief independently within the limits of the amount stipulated by the current agreement on the Journal and due to the Editor-in-Chief and Compilers from the total amount of the Remuneration).
4.2. As part of the Remuneration due to the Editor-in-Chief hereunder, the Parties may additionally agree on advance payments, including their amount and payment schedules. Any advance payment (if applicable) shall be accounted for in the final calculation of the Remuneration for the year.
4.3. The final settlement under the Contract (taking into account the terms of clauses 4.2. and 3.2.2., fourth bullet point) shall be made after the end of the publishing year based on the results of the implementation hereof and as the Publisher’s review of the annual Report submitted by the Editor-in-Chief in accordance with clause 3.1.1. hereof.
4.4. The final settlement shall be made by the Publisher or its authorized representative, GERTAL HOLDING LIMITED (incorporated on December 31, 2007; registration number 218744; legal address: Naufpliou 15, 2nd floor, 3025 Limassol, Cyprus, hereinafter referred to as the Agent), beginning with July 01 of the year following the reporting year in US dollars or in Russian rubles at the exchange rate of the authorized bank of the Agent (or its authorized person-Subagent) on the date of conversion, by non-cash transfer to the bank account opened by the Editor-in-Chief and submitted by him to the Publisher.
4.5. In addition to the Remuneration stipulated herein, the Publisher may reimburse the Editor-in-Chief for the latter’s properly documented expenses related to the implementation of this Contract. Only those expenses that have been pre-approved by the Publisher shall be eligible for reimbursement.
4.6. In the case of an early termination of this Contract (except for the cases envisaged by the fourth bullet point in clause 3.2.2. hereof) and/or an unagreed reduction in the amount of the work performed (including the Journal’s agreed annual volume of the Jounral), payments shall be made by the Publisher in proportion to the actual amount of services rendered and jobs done, including cases when the Editor-in-Chief has allowed a reduction in the agreed volume of the Journal. In this case, the Remuneration may be reduced by the Publisher, including by an amount proportional to the difference between the agreed and actually published volumes.
4.7. From all payments of Remuneration (for each payment, including advances), provided for and carried out in the territory of the Russian Federation in accordance with this Contract, the tax agent shall calculate, withhold, and transfer personal income tax in the amount, manner, and in accordance with the legislation of the Russian Federation.
The functions of the tax agent for the calculation, withholding, and transfer of personal income tax (PIT) from the amounts of remuneration received by recipients in the territory of the Russian Federation under this Contract shall be performed by the Publisher in the person of an authorized person (Agent) or its Subagent.
The Authorized tax agent in the territory of the Russian Federation shall be the Limited Liability Company
PUBLISHING AND BOOKSALE CENTER AKADEMKNIGA (OOO IKTs AKADEMKNIGA).
Legal address: 117342 Moscow, Intracity territory of the city of federal significance, Konkovo municipal district, ul. Butlerova 17B, 4th floor, premises XIII, room 16
Actual address: ul. Butlerova 17B, 4th floor, room 16, Moscow, 117342
Postal address: P.O. Box 47, Moscow, 117342
INN/KPP: 7706215339/772801001
OGRN: 1027700304290
Telephone/Fax: +7(499)658-0102, / +7(499)658-0103
E-mail: compmg@pleiadesonline.com
4.8. In addition to the foregoing, the Editor-in-Chief undertakes in the event that third parties are involved in the implementation of the Contract, to ensure their agreement with the terms of this Contract and bear responsibility for their actions as for his own.
4.9. All expenses incurred by the Parties in connection with the fulfillment by the Editor-in-Chief of this Contract in the territory of the Russian Federation shall be payable out of the funds due to the Journal and that are made available to the Editor-in-Chief; whereas those outside of the Russian Federation shall be paid by the Publisher, unless otherwise envisaged hereby or additionally agreed by the Parties.
Article 5. Jobs and Services Handover Procedure
5.1. The Editor-in-Chief (or the person authorized by him) must hand over the jobs, services, and the finished Compiled Work as envisaged hereby to the party authorized by the Publisher within timeframes envisaged by the Schedule.
5.2. Requirements for the preparation of the Works and the Compiled Work, the procedure, form, and Schedule for their submission to the Publisher or its authorized representatives, as well as other technical matters not covered by this Contract shall be defined by the Parties in the Technical Exhibit published by the Publisher (as of the date of submission of the Works to the Publisher) and made publicly available at: https://www.pleiades.online/ru/editors/technical-appendix/. The aforementioned Technical Exhibit shall constitute an integral part of the Contract unless the Parties agree otherwise in the future.
5.3. At the request of the Editor-in-Chief, the completion of tasks, provision of services, delivery of the Compiled Work(s), and transfer of rights to the Publisher as stipulated by this Contract may be formalized by the Parties through acceptance certificates prepared and submitted by the Editor-in-Chief to the Publisher.
Article 6. Liability
6.1. The Editor-in-Chief who fails to fulfill or improperly fulfills their obligations under this Contract, including cases provided for in the Technical Exhibit, shall be liable to compensate the Publisher for the losses caused by such non-performance (action or inaction), but not exceeding the amount of actual damages.
6.2. The Publisher has the right to withhold the proven amount of actual damages from the Remuneration payable to the Editor-in-Chief under the conditions of this Contract. However, the amount of compensation for actual damages shall not exceed the amount of remuneration provided for the Journal under the current agreements for the Journal.
6.3. In case of violation due to the fault of the Publisher of payment terms as stipulated by clause 4.2 in this Contract by more than 45 calendar days, the Publisher, subject to the implementation of this Contract by the Editor-in-Chief, shall pay the Editor-in-Chief a penalty of 0.03% of the Remuneration amount for each day of delay starting from the 46th day until the Publisher fulfills its payment obligations, but not more than the amount of the Remuneration hereunder.
Article 7. Confidentiality
7.1. The terms and conditions of this Contract are confidential and shall not be disclosed by the Parties without the consent of the other Party.
Article 8. Disputes
8.1. All disputes and disagreements that may arise between the Parties in connection with the execution of this Contract, the Parties shall settle by means of negotiations.
8.2. This Contract and any claim, dispute, or difference (including noncontractual claims, disputes, or differences) arising out of or in connection with the conditions of this Contract or its fulfillment shall be governed by and construed in accordance with English law.
8.3. The Parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England to settle any claim, dispute, or difference (including non-contractual claims, disputes, or differences) which may arise out of or in connection with this Contract or its subject matter (including disputes regarding the existence, validity, formation, effect, interpretation, performance, or termination of this Contract) and that accordingly any proceeding, suit or action arising out of or in connection with this Contract or its subject matter (including its validity, formation at issue, effect, interpretation, performance, or termination) (hereinafter, Proceedings) be brought in such courts. Each Party waives (and agrees not to raise) any objection, on the ground of inconvenient forum or on any other ground, to the bringing of Proceedings in the English courts. Each Party irrevocably agrees that a judgment or order against it in Proceedings brought in England shall (provided there is no appeal pending or open) be conclusive and binding upon it and may be enforced against it in the courts of any other jurisdiction.
8.4. The language of legal proceedings shall be English.
Article 9. Duration of the Contract
9.1. This Contract shall enter into force upon its signing by the Parties and shall apply to all issues of the Journal for the year 202_, starting with volume one and shall remain in effect: with respect to intellectual (copyright) rights acquired by the Publisher (as provided for) under the Contract – for the duration of copyright protection under the laws of the United States of America; with respect to the fulfillment of other terms – until their complete performance by the Parties, unless the Parties agree otherwise in the future.
Article 10. Concluding provisions
10.1. The Parties agreed that, in accordance with the applicable law, they allow and acknowledge the reproduction of the text of the Contract and facsimile signatures of the Parties in this Contract and other necessary and required documents as referred to in this Contract by means of mechanical, digital, or other copying (including facsimile signatures) of a handwritten signature and the text of the Contract, which shall have the same effect and force as the original signature of a Party or the original document. Electronic and other copies of the documents, as well as affixing handwritten signatures of the Parties’ representatives in this Contract and other documents that are integral parts of this Contract shall be valid and shall have equal legal force along with the original.
10.2. Any changes or additions to this Contract shall be valid provided they are made in writing and signed by the Parties or by duly authorized representatives of the Parties.
10.3. The parties agreed that all the correspondence exchanged between the Parties under this Contract shall be in writing.
10.4. All notices and messages should be sent in writing by each Party.
10.5. The Contract is made in two copies having equal legal force, one for each Party.
10.6. The Editor-in-Chief, subject to the applicable legislation, for the purposes of the Contract execution by the Parties, hereby gives informed and voluntary consent to the processing by the Publisher or its authorized persons of their personal data contained in the Contract, namely: to the execution of any action (operation) or cumulative actions (operations) performed using automation facilities or without using such facilities with the personal data, including acquisition, recording, systematization, accumulation, storage, specification (updating, changing), retrieval, use, transfer (dissemination, rendering, access, cross-border transfer), depersonalization, blocking, deleting, and destruction of the personal data indicated by the Executor in this Contract. The Publisher undertakes not to disclose to third parties and not to disseminate the personal data without the consent of the subject of personal data, except for the cases directly specified by the applicable legislation.
Article 11. Addresses and payment details of the parties
Publisher: Pleiades Publishing, Ltd.
Legal address: Pleiades House, 7 West 54 Street, New York, NY 10019, USA
Editor-in-Chief:
_________________________
Passport (series, number, when and who issued):
_________________________
Registered address:
_________________________
E-mail for correspondence:
_________________________
Tel:
_________________________
SIGNATURES OF THE PARTIES:
Publisher:
_________________________ A.E. Shustorovich
Editor-in-Chief:
_______________/________/
Counter-signatures:
OOO IKTs AKADEMKNIGA is the Publisher's authorized person in the territory of the Russian Federation on issues of calculation, withholding, and transfer of the personal income tax (PIT) from the amounts of remuneration received by recipients in the territory of the Russian Federation; Compiled Work acceptance, Works preparation, Journal CRCs, and other technical issues.
Director General:
_______________/________/
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