Copyright
Development and Transfer Agreement
COPYRIGHT DEVELOPMENT AND TRANSFER
AGREEMENT
THIS AGREEMENT ("Agreement")
is entered into this ______ day of __________, 2000 (the "Effective
Date) by and between ____________________ (the "Web Publisher")
and ______________________ ("the Writer").
IN CONSIDERATION, of the promises
and mutual covenants and agreements set forth herein, the parties
agree as follows:
1. Engagement of Services. Writer
agrees to perform the following services for Web Publisher
in the following manner:
1.1 Writer
shall author or edit and submit to Web Publisher written articles,
columns,
questions and answers, resource listings, checklists,
and forms as may be requested, dealing with _________________issues
pertaining to the Internet (the "Work Product"). Web
Publisher shall provide Writer with resource materials,
and the theme,
target audience, and suggested issues and sub-issues
to be addressed. Unless specified otherwise, the Work
Product shall
be prepared in accordance with the written guidelines
of Web Publisher and formatted in 12pt. Arial, single-spaced.
1.2 Unless otherwise agreed,
articles shall be ____________ pages in length, as is necessary
to address key issue of the topic the article. Writer is
responsible for the factual correctness of the information
contained in the articles.
1.3 The Articles shall be
the original work of Writer and shall not infringe upon the
copyrights of others. Writer agrees to perform the services
in a professional manner, to complete each article within
one week, and to make any revisions or changes requested
by Web Publisher in accordance with Section 2.1. When necessary,
Writer may request an extension of time beyond one week,
either orally or in writing. Email transmission of a written
request will be acceptable.
1.4 Writer may not subcontract
or otherwise delegate her obligations under this Agreement
without Web Publisher's prior written consent.
1.5 Writer has the right to
refuse any and all assignments.
1.6 Writer will submit authored
and edited Work Product to Web Publisher via email, and will
converse via email, telephonically or in-person as necessary
regarding the same.
2. Compensation.
2.1 Fees and Approved Expenses.
Original copy. Web Publisher will pay Writer the fee of $_________
per page for main body of original written text, questions
and answers, columns, and checklists. Writer will not be
reimbursed for any expenses incurred in connection with the
performance of services under this Agreement, unless Web
Publisher approves those expenses in advance and in writing.
2.2 Payment Due. Web Publisher
will review the Work Product within five (5) business days
after receiving it from Writer to ensure that it meets the
requirements stated in Section 1. If Web Publisher does not
give written notice of rejection or requests for modification
within that time period the Work Product will be deemed accepted.
Web Publisher will pay Writer for the services and will reimburse
Writer for previously approved expenses, within ten (10)
business days of acceptance.
3. Independent Contractor Relationship.
Web Publisher and Writer understand, acknowledge, and agree
that Writer's relationship with Web Publisher will be that
of an independent contractor and nothing in this Agreement
is intended to or should be construed to create a partnership,
joint venture, or employment relationship.
4. Trade Secrets and Confidential
Information.
4.1 Third-Party Information.
Writer represents that her performance of all of the terms
of this Agreement does not and will not breach any agreement
to keep in confidence proprietary information, knowledge
or data of a third party and Writer will not knowingly disclose
to Web Publisher, or induce Web Publisher to use, any confidential
or proprietary information belonging to third parties unless
such use or disclosure is authorized in writing by such owners.
4.2 Confidential Information.
Writer agrees during the term of this Agreement and
thereafter to take all steps reasonably necessary to
hold in trust and
confidence information which he knows or has reason
to know is considered confidential by Web Publisher ("Confidential
Information"). Writer agrees to use the Confidential
Information solely to perform the projects hereunder.
Confidential Information
includes, but is not limited to, technical and business
information relating to Web Publisher's products, research
and development,
processes, and future business plans. Writer's obligations
with respect to the Confidential Information also extend
to any third party's proprietary or confidential information
disclosed to Writer in the course of providing services
to Web Publisher. This obligation shall not extend
to any information
that becomes generally known to the public without
breach of this Agreement. This obligation shall survive
the termination
of this Agreement.
5. Ownership of Work Product
5.1 Definition. "Work Product" means
the works of authorship conceived or developed by Writer
while performing the project services under this Agreement
and prior works described in Section 8 of this Agreement.
5.2 Assignment. Writer hereby
irrevocably assigns, conveys, and otherwise transfers to
Web Publisher, and its respective successors and assigns,
all rights, title and interests worldwide in and to the Work
Product and all copyrights, contract and licensing rights,
and claims and causes of action of any kind with respect
to any of the foregoing, whether now known or hereafter to
become known. In the event Writer has any rights in and to
the Work Product that cannot be assigned to Web Publisher,
Writer hereby unconditionally and irrevocably waives the
enforcement of all such rights, and all claims and causes
of action of any kind with respect to any of the foregoing
against Web Publisher, its distributors and customers, whether
now known or hereafter to become known and agrees, at the
request and expense of Web Publisher and its respective successors
and assigns, to consent to and join in any action to enforce
such rights and to procure a waiver of such rights from the
holders of such rights. In the event Writer has any rights
in and to the Work Product that cannot be assigned to Web
Publisher and cannot be waived, Writer hereby grants to Web
Publisher, and its respective successors and assigns, an
exclusive, worldwide, royalty-free license during the term
of the rights to reproduce, distribute, modify, publicly
perform and publicly display, with the right to sub-license
through multiple tiers of sub-licenses, and the right to
assign such rights in and to the Work Product including,
without limitation, the right to use in any way whatsoever
the Work Product. Writer retains no rights to use the Work
Product except as stated in Exhibit A and agrees not to challenge
the validity of the copyright ownership by Web Publisher
in the Work Product.
5.3 Name Recognition. Writer
shall receive Name Recognition as author on all articles
and columns. Recognition will be clear and conspicuous. In
the event that Web Publisher assigns or licenses said articles
or columns to any third party(ies), Web Publisher will use
their best efforts to ensure Writer receives proper Name
Recognition. In all circumstances, proper Name Recognition
is considered as follows: ____________________.
5.4 Creative License. Writer
shall have final review of her Work Product before publishing.
If Writer finds the finished Work Product to be unsatisfactory,
Writer may choose not to receive Name Recognition in accordance
with Section 5.3.
5.5 Power of Attorney. Writer
agrees to assist Web Publisher in any reasonable manner to
obtain and enforce for Web Publisher's benefit copyrights
covering the Work Product in any and all countries. Contractor
agrees to execute, when requested, copyright, or similar
applications and assignments to Web Publisher, and any other
lawful documents deemed necessary by Web Publisher to carry
out the purpose of this Agreement. Writer further agrees
that the obligations and undertaking stated in this Section
5.5 will continue for one year after the termination of this
agreement beyond the termination of Writer's service to Web
Publisher. If called upon to render assistance under this
Section 5.5, Writer will be entitled to a fair and reasonable
fee in addition to the reimbursement of authorized expenses
incurred at the prior written request of Web Publisher. In
the event that Writer is unable for any reason whatsoever
to secure Writer's signature to any lawful and necessary
document required to apply for or execute any copyright or
other applications with respect to any Work Product, Writer
hereby irrevocably designates and appoints Web Publisher
and its duly authorized officers and agents as his or her
agents and attorneys-in-fact to act for and in her behalf
and instead of Writer, to execute and file any such application
and to do all other lawfully permitted acts to further the
prosecution and issuance of copyrights or other similar rights
thereon with the same legal force and effect as if executed
by Writer.
6. Warranties. Writer represents
and warrants that:
The Work Product was created
solely by Writer, her full-time employees during their employment,
or independent contractors who assigned all right, title and
interest worldwide in their work to Writer.
Writer is the owner of all right,
title and interest in the tangible forms of the Work Product
and all intellectual property rights protecting them. The Work
Product and the intellectual property rights protecting them
are free and clear of all encumbrances, including, without
limitation, security interests, licenses, liens, charges or
other restrictions.
Writer has maintained the Work
Product in confidence.
The use, reproduction, distribution,
or modification of the Work Product does not and will not violate
the rights of any third parties in the Work Product including,
but limited to, copyrights, trade secrets, trademarks, publicity
and privacy.
The Work Product is not in the
public domain.
Writer has full power and authority
to make and enter into this Agreement.
7. Indemnification. Writer agrees
to defend, indemnify, and hold harmless Web Publisher, their
officers, directors, sub-licensees, employees and agents, from
and against any claims, actions or demands, including without
limitation reasonable legal and accounting fees, alleging or
resulting from the breach of the warranties in Section 6. Web
Publisher shall provide notice to Writer promptly of any such
claim, suit, or proceeding and shall assist Writer, at Writer's
expense, in defending any such claim, suit or proceeding.
8. Prior Work. The Parties acknowledge
that prior to this Agreement, Writer has submitted to Web Publisher
Work Product created as a writing sample. Writer hereby irrevocable
assigns conveys, and otherwise transfers to Web Publisher,
and its respective successors and assigns, all rights, title
and interests worldwide and all copyrights in and to said work,
and makes all warranties as set forth in Section 6 of this
Agreement with respect to said work.
9. General Provisions.
9.1 Entire Agreement of the
Parties. This Agreement contains the entire agreement between
the parties hereto with respect to the rendering of services
by Writer for Web Publisher, and supersedes any prior agreements,
either written or verbal. Any modification of this Agreement
will be effective only if it is in writing signed by both
parties.
9.2 Governing Law. This Agreement
will be governed by and construed in accordance with the
laws of the State of ___________.
9.3 Good Faith and Fair Dealing.
Both parties agree that they will act in good faith in all
matters concerning this Agreement, and that all terms of
this contract are to be interpreted reasonably and in a fair
and equitable manner.
10. Termination. This agreement
may be terminated by either party, for any reason, with or
without cause, upon thirty (30) days written notice. Nothing
in this agreement shall require Web Publisher to assign any
specific number of assignments nor shall this agreement obligate
Writer to accept any specific assignments. The purpose of this
agreement is to govern the payment schedule and the rights
and responsibilities of the parties for work assignments accepted
by the Writer.
11. Arbitration. Each party looks
forward to a mutually enjoyable relationship with the other.
However, should any controversy or claim arise out of and/or
relating to this contract or breach thereof, which is not settled
between the signatories themselves, the same shall be settled
by arbitration in accordance with the Rules of the American
Arbitration Association. Arbitration hearings shall take place
in San Diego, California. Judgment on the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction
thereof, including the award to the aggrieved signatory/signatories,
their heirs, assignees, and/or designees, for the total remuneration
received as a result of business conduct with the parties covered
by this Agreement, plus court costs, attorney's fees, and other
charges and damages deemed fair by the arbitrator(s). THE PARTIES
ACKNOWLEDGE THAT THEY ARE AWARE OF THE FACT THAT BY AGREEING
TO ARBITRATE THEY WAIVE ANY RIGHT THEY HAVE TO A COURT OR JURY
TRIAL.
"Web Publisher"
Dated: ___________________________
By:________________________________
"Writer"
Dated: ____________________________
___________________________________
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