Fill and Sign the Agreement to Manage an Internet Domain Form

Agreement to Manage an Internet Domain This Agreement made on the ______ day of ______________, 20_____, between ___________________________ (Name of Owner of Domain) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________________ (street address, city, state, zip code) , hereinafter referred to as Owner , and _____________________ (Name of Manager) , of ___________________________________ ___________________________________________ (street address, city, state, zip code) , hereinafter referred to as Manager . Whereas, Owner has established the Domain (e.g., ownersdomain.mine.com) _________________________________ , hereinafter called the Domain , which Domain will be a part of the Owner’s Network of web sites; and Whereas, Manager desires to manage Domain pursuant to the terms of this Agreement; 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. In cooperation with Owner , Manager will populate the Domain s with content and maintain the Domain s on a regular basis by updating and adding content in order to adequately cover the Domain subject matter. The navigation structure and content shall be determined by Owner and Manager and the site operated as agreed upon by Owner and Manager. Owner has the right to add and revise content to the Domain and shall otherwise assist Manager in building the Domain as necessary. Manager shall also operate the Domain and the Blog which is the integral part of the Domain by entering posts and pages relevant to the subject matter. 2. Owner will include ads on the Domain , such as (e.g., Google Adsense) ____________ _________________ and may offer other advertisement space on the Domain s to third parties as it deems fit. 3. All income generated from the Domain , including the sale of products of Owner , Manager , and third parties shall belong to Owner . Any products or services marketing on the Domain must be approved in advance by Owner . 4. The Domain will be linked from the main ownersdomain.mine.com web site, as well as other sites in the Owner’s Network, as determined by Owner . All content (excluding books) added to the site shall belong to Owner . Manager shall be an independent contractor operating on a work for hire basis as defined by Section 101 of the United States Copyright Act of 1976, as amended. 5. Manager may allow third parties to participate in the operation of the Domain , provided Manager approves such third-parties according to standards acceptable to Owner and established by Manager to ensure high quality content. Compensation to such third parties shall be the sole responsibility of Manager and any such payments will not be reimbursed by Owner . Owner may add content to the Domain as determined by to fully and adequately populate the Domain with valuable and unique content, after advising Manager for the need for such content. 1 6. Manager shall not duplicate the content residing on the Domain with content from other web sites or Domain s without the consent of Owner , which consent shall not be unreasonably withheld. Any existing domains containing duplicate content under the control of Manager shall be removed and to the extent possible such domain and content will be redirected to the Domain . 7. Marketing and advertising the Domain many be undertaken by Owner and/or Manager , provided that all Owner advertising and marketing rules and regulations are complied with in the preparation and publication of such advertisements. Owner and Manager shall consult on all advertising and marketing efforts. Except as Manager and Owner may agree, all marketing and advertising expenditures shall be the sole responsibility of the party placing the advertising. Press releases may be released by Owner regarding the Domain , subject to drafts being approved by Manager prior to release. 8. Mailing lists or Newsletters may be established by Owner and Manager for people to join who are interested in the subject matter of the Domain, with mailings and release of newsletters being from Manager and Owner . 9. Compensation: Manager shall receive: A. $_________ per month beginning ______________ (date) , and continuing for a period of six (6) months (and thereafter as extended by Owner and Manager ) until Manager ’s portion of the revenue share provisions below equal or exceed $__________, at which time Manager shall only receive the revenue share. Once Manager ’s portion of the revenue generated from the Domain as provided herein equals or exceeds $____________, the Revenue generated from the Domain shall be divided according to the income type as follows: 1. For ad revenue such as Google Adwords, the revenue shall be divided 50/50 between Owner and Manager . 2. For form sales tracked from the Domain , Manager shall receive 25%. On forms created, copyrighted and contributed by Manager and accepted by Owner , Manager shall receive 50%. 3. For e-books written and copyrighted by Manager and approved by Owner for marketing on the site, 80% to Manager and 20% to Owner . 4. For Membership or listing fees, if any, 60% to Manager and 40% to Owner . 5. For all other forms of revenue, Owner and Manager shall agree by separate amendment to this Agreement. B. Manager and Owner shall consult to develop and create as much revenue as possible from the Domain . At the time of writing this Agreement, not all methods of generating income have been determined. C. Owner shall provide a report to Manager monthly of all revenue generated from the Domain . Manager shall likewise provide a report to Owner of income generated from the Domain s. Payment to Manager and/or Owner shall be made for the prior months’ revenues by the 16 th of next month. Owner and Manager shall also report to the 2 other any marketing or advertising expenditures. Owner and Manager shall consult at least on a bi-weekly basis to discuss the Domain s, methods to generate revenue, as well as other matters concerning the Domain s. 10. This Agreement shall extend for a period of ________ years unless terminated according to the terms hereof, and shall be renewed in consecutive ___ year periods. Termination shall be according to the following terms: A. Manager may resign as Manager during any terms, for any reason and except as otherwise provided herein, and thereafter forgo all future payments provided hereunder. Manager shall be paid for all payments up and including the date of termination. B. Manager may be terminated for cause, defined as failure to manage the Domain on an ongoing and reasonable basis or violating the policies of Owner as to content and/or posting. In such event, Manager shall cease to receive the payments provided hereunder as of the date of termination. 11. Manager may assign Manager s duties to a third party with the consent of Owner and continue to receive payments provided herein. Any compensation to such third party will be sole responsibility of Manager and will come out of the compensation of Manager. 12. Each party does hereby covenant and agree that for and during the entire term of this Agreement, any trade secrets, information, data, figures, sales figures, projections, estimates, customer lists, tax records, personnel history, accounting procedures, promotions, and the like, shall be considered and kept as the private and privileged records and will not be divulged to any person, firm, corporation, or other entity except on the direct authorization of the President of Owner and Manager. Further, upon termination of this Agreement for any cause, each party agrees that it will continue to treat as private and privileged any such information, trade secrets, data, figures, projections, estimates, customer lists, tax records, personnel history, accounting procedures, and the like, and will not release any such information to any person, firm, corporation, or other entity, except upon direct written authority of the President of Owner and Manager. The respective parties and either party shall be entitled to an injunction by any competent court to enjoin and restrain the unauthorized disclosure of such information. 13. The parties represent and warrant at all times and for the benefit of each party that (a) each party has full power and authority to enter into this Agreement and to convey the rights granted hereunder; and (b) each party will perform all of its obligations under this Agreement. 14. Manager and Owner acknowledges that any breach of its obligations under this Agreement with respect to the Intellectual Property or Confidential Information of Owner or Manager will cause Manager or Owner irreparable injury for which there are inadequate remedies at law. Owner or Manager will be entitled to seek injunctive relief in addition to all other remedies provided by this Agreement or available at law. 15. Limitation of Liability and Disclaimer of Warranties : TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY, FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS 3 BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE PRODUCTS, SERVICES, OR FORMS, OR ANY OTHER PROVISION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING, DIRECTLY OR INDIRECTLY, FROM THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, OWNER AND MANAGER SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE WILL BE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) THE CORRECTNESS, ACCURACY, OR RELIABILITY OF INFORMATION PROVIDED TO THE PUBLIC. 16. Service Interruption. Owner and Manager will make reasonable efforts to keep the Domain operational 24 hours a day, 365 days a year. However, each party understands and agrees that certain technical difficulties may, from time to time, result in temporary service interruptions. Owner and Manager understand and acknowledge that it is normal to have a certain amount of system downtime and further agrees not to hold the other liable for any of the consequences of such interruptions 17. ANY WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY THE PARTIES. THE PARTIES EXPRESSLY DISCLAIM, AND HEREBY EXPRESSLY WAIVE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; THAT ANY SPECIFIC PRODUCT WILL BE ACCEPTED BY A PARTICULAR COURT; THE CURRENTNESS OF ANY COURT, INTERACTIVE, AND NON-INTERACTIVE FORM; AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. 18. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL, INDIRECT, SPECIAL, AND CONSEQUENTIAL OR OTHER SIMILAR DAMAGES UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. THE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID TO OWNER DURING THE TWELVE (12) MONTHS FROM WHEN THE CLAIM AROSE. 19. Illegal Purposes. The Domain may not be used for purposes which violate any copyright, trademark, patent or other intellectual property right of any third party; which are obscene or abusive; which violate a person's right to privacy; which degrade others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or other classification; or which otherwise violate any applicable local, state or federal law. By way of example and not of limitation, the Domain may not be used for fraudulent purposes. 20. Defamation; Libel. Manager will not publish any content that is defamatory or libelous. Note that an allegation of defamatory or libelous expression. 21. Copyright. Manager shall not improperly use any copyrighted material without permission of the owner of the copyright. 4 22. Relationship of Parties. The parties shall perform all of their duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to construe the parties as having the relationship of a principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, or co-owners. 23. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 24. Notices. 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. 25. 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. 26. 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. 27 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. 28. 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. 29. 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. 30. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. WITNESS our signatures as of the day and date first above stated. _______________________________ (Name of Owner) ________________________ By:_________________________ (P rinted name) __________________________ ________________________ (P rinted name & Office in Corporation) (Signature of Manager) __________________________ (Signature of Officer) 5