Consultation Agreement for Wikipedia

CONSULTATION AGREEMENT FOR WIKIPEDIA

Client Name:   Consultant Name:

RECITALS

WHEREAS, Client seeks to engage Consultant to provide subject-matter expertise, research, and editorial consultation related to content development and editorial strategy for the Wikipedia project, and Consultant represents that Consultant has the requisite experience, skills, and capacity to perform such services; and

WHEREAS, Consultant will provide professional consulting services as described in this Agreement pursuant to the terms and conditions set forth below, and both parties desire to set forth their understanding in writing as of the Effective Date.

Effective Date: . This Agreement memorializes the parties' obligations from that date forward.

SCOPE OF WORK

Consultant shall perform the consulting services described below. The parties may attach or reference schedules setting forth specific tasks, milestones, and deliverables; in the absence of a schedule, the following description governs.

PAYMENT TERMS

Client shall pay Consultant the fees and reimbursements specified below in exchange for the services and deliverables set forth in this Agreement.

Payments not received within days of the invoice due date shall accrue interest at compounded monthly, or the maximum lawful rate, whichever is lower.

Reimbursable expenses must be pre-approved in writing by Client. Consultant shall invoice reasonable, documented expenses monthly. Expense cap (optional):

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice of such breach.

Upon termination, Consultant shall cease work, deliver all completed work and reasonably cooperate in the orderly transfer of materials, and Client shall pay Consultant for services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information that is designated as confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was rightfully in the receiving party’s possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.

The receiving party shall use Confidential Information solely to perform under this Agreement and shall not disclose it except to employees, agents, or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Compelled disclosure by law or court order is permitted so long as the receiving party gives prompt written notice and takes reasonable steps to limit disclosure.

Confidentiality Duration (years): . For trade secrets, parties' confidentiality obligations shall continue for as long as applicable law treats the information as a trade secret.

INTELLECTUAL PROPERTY AND CONTRIBUTIONS

Consultant acknowledges that certain consultation may result in suggested edits or contributions to public collaborative knowledge bases. Parties agree that any original works created by Consultant under this Agreement and delivered to Client as deliverables shall be treated as follows:

Consultant hereby assigns all right, title, and interest in the deliverables to Client, unless the parties explicitly agree in writing to an alternative license; alternatively, Consultant may elect to retain ownership and grant Client a perpetual, worldwide, royalty-free license for use (selecting assignment indicates the primary intent of this agreement).

To the extent Consultant makes direct contributions to the public Wikipedia project or other public repositories, Consultant acknowledges that such contributions may be subject to public editing and the licensing terms applicable to those repositories. Consultant represents that Consultant has the authority to make any such contributions and has disclosed any conflicts that would prevent public contribution.

WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNITY

Consultant warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to the amounts actually paid by Client to Consultant under this Agreement during the preceding twelve (12) months. Neither party shall be liable for incidental, consequential, or punitive damages.

Consultant shall indemnify and hold harmless Client from and against any losses, damages, or liabilities arising from Consultant's breach of representations, including claims that Consultant's deliverables infringe third-party intellectual property rights, provided Client gives prompt notice and reasonable cooperation in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. The parties agree that disputes will be resolved through binding arbitration unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification must be in writing and signed by both parties.

MISCELLANEOUS

Relationship of the Parties: Consultant is an independent contractor and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship. Consultant is responsible for its own taxes, benefits, and compliance with applicable laws.

Notices must be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notices are effective upon receipt.

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