Fill and Sign the Agreement between Internet Site Owner and Content Contributor or Provider Form

Agreement between Internet Site Owner and Content Contributor or Provider Agreement made on the _____________________ (date) , between __________________________ (Name of Site Owner) of ______________________ _______________________________________________________ (street address, city, state, zip code) , referred to herein as Site Owner , and _____________________ (Name of Content Contributor) , of _________________________________________ ____________________________________________________ (street address, city, state, zip code) , referred to herein as Contributor . Whereas, Site Owner has developed, and intends to market and promote under the name ___________________ (name of site) , a site on the World Wide Web that currently bears the URL address _____________________________ (address of Web site) , hereinafter called the Website ; and Whereas, it is anticipated that Site Owner will market and sell subscriptions to its customers (the Customer or Customers ), entitling each subscribing Customer to use the Website for limited periods of time; and Whereas, Site Owner intends to publish on the Website text, graphic images, animation sequences, Java applets and other content (the Content ) contributed by a number of individuals, firms and entities; and Whereas, Contributor has expressed an interest in developing and furnishing Content to Site Owner for publication on the Website; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Content A. Site Owner hereby retains Contributor as its nonexclusive agent to develop and furnish Content to Site Owner for publication on the Website, and Contributor agrees to so develop and furnish such Content, under the terms of this Agreement. All Content developed by Contributor under this Agreement shall conform in all respects to the stylistic and mechanical specifications established by Site Owner from time to time, and Site Owner reserves the right to reject any Content that does not, in Site Owner's discretion, conform to such specifications. The Site Owner and Contributor will meet periodically and agree on the Content to be developed by Contributor under this Agreement, the timing of the delivery of Content to Site Owner, the stylistic and mechanical specifications for the Content, and such other matters as the Parties may mutually agree, by executing and delivering a Work Order in the form of Exhibit A attached to this Agreement. All Work Orders executed and delivered under this Agreement shall be subject in all respects to, and shall not contain any provision inconsistent with, the terms and conditions of this Agreement. In the event of conflict or inconsistency between the terms of this Agreement and the terms of any Work Order, the terms and conditions of this Agreement shall govern and be deemed controlling. B. In the event that Contributor at any time modifies, enhances or otherwise revises any Content previously delivered to Site Owner under this Agreement or a Work Order, Contributor shall deliver such modified, enhanced or revised Content to Site Owner within ______ (number) days after the same is first used by Contributor. 2. Acceptance and Publication. After receipt of any Content, Site Owner will review it as to both form and content and, if the Content is acceptable to Site Owner, will publish the Content on the Website. Site Owner will give Contributor credit for its sole authorship of the Content on the Website home page and such other places as Site Owner may determine in its discretion for as long as Contributor remains actively involved in the preparation of Content under this Agreement. 3. Grant of Rights Contributor grants, transfers and assigns to Site Owner all rights in the Content, including but not limited to copyright and the right to secure copyright in Site Owner's own name. This grant of rights shall include, but not be limited to, the rights to publish, reproduce, adapt or otherwise make use of the Content or portions of the Content throughout the world in any form or medium in any language, and to license others to make use of the Content, for the entire term of copyright, including any renewals and extensions. Contributor shall not transfer or license any Content to, or authorize the publication or use of any Content by, or develop any content similar in form and substance to Content for, any person or entity which competes directly or indirectly with Site Owner. 4. Contributor's Representations and Warranties; Indemnity Contributor represents and warrants: A. That the Content is original, that Contributor is the sole creator and developer of the Content, that Contributor has full and exclusive authority to enter into this Agreement and to make the grants, transfers and assignments contained in this Agreement, that Contributor has not granted and will not grant any rights in the Content to any person or entity other than Site Owner, and that Contributor has obtained all required assignments of rights, releases and consents from third parties; and B. That Contributor has made every reasonable effort to assure that the Content infringes no copyright or trademark of another person or entity, that the Content violates no property or personal rights of another person or entity, including but not limited to the right to privacy, and that the Content contains no matter that is unlawful. 5. Indemnity Each party (the Indemnifying Party ) agrees to indemnify the other party, his employees and agents (the Indemnified Parties ), defend and hold each of them harmless, from and against any and all loss, claim, damage, liability, cost or expense which any Indemnified Party may incur arising out of or in connection with the negligence or willful misconduct of the Indemnifying Party, its employees or agents, including but not limited to reasonable attorneys' fees and disbursements. Any Indemnified Party shall, with reasonable promptness, apprise the Indemnifying Party of any claim, demand or suit pertaining to any Content, and shall cooperate fully in the defense of any such claim, demand or suit. 6. Payment A. In consideration of the Content and the transfer and assignment of rights contemplated by this Agreement, Site Owner shall pay to Contributor the sum of $_________ for each item of Content delivered under this Agreement, provided that Site Owner accepts at least ______ (number) items of Content on or before ____________________ (date) . If during such time period Site Owner accepts less than the minimum number of Content, then Site Owner shall not be obligated to pay Contributor for any Content accepted by Site Owner during such time period, and this Agreement shall terminate without further act or instrument. B. In addition, if at any time more than ______ (number) persons or entities have subscribed to the Website, Contributor shall be entitled to receive a royalty (the Incentive ) equal to: 1. ___________ (Percentage) of the subscription fee actually received by Site Owner from each subscriber above $_________, multiplied by 2. A fraction, the numerator of which shall be the number of items of Content accepted by Site Owner from Contributor under this Agreement and the denominator of which shall be the total number of Content published on the Website. C. Within _______ (number) days after the end of each calendar year during the term of this Agreement, Site Owner shall render to Contributor a statement of the Incentive, if any, then due and payable. Each Incentive statement delivered to Contributor under this Agreement shall be accompanied by a check of Site Owner in the amount of the Incentive, if any, then due and payable. D. Site Owner shall permit Contributor, and its duly authorized agents, during normal business hours, upon reasonable notice and at the expense of Contributor, to examine the books and records of Site Owner relating directly to the Website and to make copies and extracts therefrom as shall be relevant to the number of subscribers to the Website at any time or from time to time or to the computation of the amount of Incentive due under this Agreement at any time or from time to time. 7. Complimentary Subscription Site Owner shall make available to Contributor a complimentary subscription to the Website as long as Contributor contributes Content under this Agreement. 8. Expenses Site Owner shall have no obligation to reimburse any out-of-pocket expenses incurred by Contributor, its employees or agents in performing Contributor's duties and obligations under this Agreement. 9. Ownership, Format and Promotion of Website Nothing in this Agreement shall be deemed to grant to Contributor, his employees or agents any right, title or interest whatsoever in or to the Website and its Content, which shall be deemed at all times the sole and exclusive property of Site Owner. All decisions relating to the title, format, design, price, continuation, promotion, distribution and advertising of the Website, or the inclusion of any or all Content in it, shall remain within the sole discretion of Site Owner at all times. 10. Term; Termination Notwithstanding the date of execution and delivery of this Agreement, this Agreement shall be effective as of _________________ (date) and shall continue in effect until _______________ (date) , provided that at any time after ______________ (date of termination) either party may terminate this Agreement upon ______ (number) days prior written notice to the other party. Upon termination, Site Owner's sole obligation shall be to pay any and all amounts due to Contributor under this Agreement through the effective date of termination, provided that any Incentive payable to Contributor for the calendar year in which such termination occurs shall be based upon the number of subscribers to the Website as of the effective date of termination. 11. Confidential Information Site Owner and Contributor (the Receiving Party ) shall not disclose to any person, firm or entity other than the Receiving Party's employees and agents who have a need to know such information in order to perform their respective obligations under this Agreement, and shall not use in any way detrimental to the Disclosing Party, any confidential or proprietary information of the Disclosing Party ( Confidential Information ). Without limiting the generality of the foregoing, Confidential Information includes any and all information relating to the Disclosing Party's products, services, research, development, trade secrets, marketing and business plans, strategies, customers, management and personnel, but does not include information in the public domain other than by reason of a breach of this Agreement. In the event the Receiving Party receives a subpoena or court order to disclose any Confidential Information, the Receiving Party shall deliver prompt written notice to the Disclosing Party and shall cooperate with the Disclosing Party's attempts to obtain a protective order or other similar protection for the Confidential Information. This provision shall survive any termination of the Agreement for a period of ______ (number) years. 12. Independent Contractor Nothing in this Agreement shall be construed to create an employment relationship, partnership or joint venture between the parties, and Contributor, his employees and agents, shall be deemed to be at all times independent contractors of Site Owner. Neither Contributor nor any of his employees or agents shall represent that he or they are employees of Site Owner. It is understood and agreed that Site Owner shall enter into agreements with other content creators to furnish Content for the Website, and nothing in this Agreement shall be deemed to interfere with Site Owner's right to enter into such agreements. 13. Entire Agreement; Disclaimer of Warranty This Agreement contains the entire agreement between the parties with respect to the matters covered in this Agreement. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of Site Owner by any of his employees or agents, or contained in any sales materials, consulting proposals or brochures, shall be deemed to bind the parties with respect to the subject matter of this Agreement. Contributor acknowledges and agrees that Site Owner has made no representation, warranty or promise about the success of the Website, the amount of Incentive Contributor will realize as a result of this Agreement, or any other matter whatsoever relating to the subject matter of this Agreement. 14. Force Majeure In the event of force majeure (as defined below), Site Owner may terminate this Agreement without liability to Contributor. For purposes of the Agreement, force majeure shall mean circumstances or occurrences beyond Site Owner's reasonable control, whether or not foreseeable at the time of signing the Agreement, in consequence of which Site Owner cannot reasonably be required to perform his obligations under this Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, termination or temporary unavailability of any server on which the Website is located or maintained, and non-availability of any permits, licenses and/or authorizations required by governmental authority. 15. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 16. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 17. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ____________. 18. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 19. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 20. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 21. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 22. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 23. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 24. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 25. Compliance with Laws In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. 26. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________ _________________________ (P rinted Name of Site Owner ) (P rinted Name of Contributor) ________________________ _________________________ (Signature of Site Owner ) (Signature of Contributor )