Content Contribution Agreement for Intellectual Property

Content Contribution Agreement for Intellectual Property

This Content Contribution Agreement for Intellectual Property (the "Agreement") is made as of Effective Date: by and between Contributor Name: (the "Contributor"), and Recipient Name: (the "Recipient"). Each of Contributor and Recipient may be referred to herein individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Contributor has created or owns certain content, creative materials, and related intellectual property described as: and further detailed in Contribution Description below; and

WHEREAS, Recipient desires to receive and exploit the Contribution for the purposes and under the terms set forth in this Agreement, and Contributor is willing to contribute the Contribution under the terms set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth the respective rights and obligations of each Party with respect to the Contribution and any resulting intellectual property.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. Definitions

1.1 "Contribution" means the content, materials, code, designs, text, images, audio, video, metadata, or other creative works described in Contribution Description:

1.2 "Derivative Works" means any work based upon one or more Contributions, including modifications, translations, abridgements, condensations, or any other form in which the Contribution may be recast, transformed, or adapted.

1.3 "Effective Date" means the date set forth above.

2. Transfer of Rights

2.1 Selection of Transfer. Contributor elects the following (select exactly one):

Assignment of all right, title and interest in and to the Contribution, including copyright and related rights, to Recipient; or

Grant of an exclusive, worldwide, transferable, sublicensable license to Recipient to use, reproduce, distribute, prepare Derivative Works of, display and perform the Contribution (subject to the terms below).

2.2 If Assignment is selected, Contributor hereby irrevocably assigns and conveys to Recipient all rights, title and interest in and to the Contribution throughout the world, including all copyrights, rights to obtain registrations and renewals, and all moral and economic rights to the extent transferable. Contributor agrees to execute and deliver any documents reasonably necessary to record, confirm or effectuate such assignment.

2.3 If License is selected, Contributor grants Recipient the rights described above for the term of this Agreement and subject to the limitations and reservations expressly set forth herein.

3. Ownership; Further Assurances

3.1 Ownership. Except as expressly set forth in this Agreement, Contributor represents that it is the sole owner of the Contribution or has all rights necessary to grant the rights set forth herein. Upon assignment, Recipient shall be the owner of the assigned rights. Upon license, Contributor retains ownership of the underlying Contribution subject to the license granted.

3.2 Further Assurances. Each Party shall execute, acknowledge and deliver such instruments and take such further actions as may be reasonably necessary to effect, maintain or evidence the rights granted hereunder.

4. Moral Rights; Waiver

Contributor hereby irrevocably waives, to the fullest extent permitted by law, any moral rights, droit moral or similar rights in the Contribution and any Derivative Works, and agrees not to assert such rights against Recipient or Recipient's licensees, successors or assigns.

5. Representations and Warranties

Contributor represents and warrants to Recipient that: (a) Contributor is the sole author or has obtained all necessary rights from third parties to grant the rights set forth herein; (b) the Contribution does not infringe or misappropriate any third party intellectual property rights, and is not subject to any outstanding license, lien, encumbrance or restriction that would impair the rights granted; (c) Contributor has full power and authority to enter into this Agreement; and (d) there are no claims, suits, actions or proceedings pending or, to Contributor's knowledge, threatened asserting any defect in title or ownership.

Contributor discloses the following known third-party materials or licenses incorporated into the Contribution (if none, write "None"):

6. Consideration and Payment

6.1 Consideration. In consideration for the rights granted herein, Recipient shall pay Contributor the amount: $ together with any additional fees described in Payment Terms.

6.2 Payment Terms. Payments shall be made in accordance with the following schedule and method:

7. Delivery; Acceptance

7.1 Delivery. Contributor shall deliver the Contribution in the medium and format specified: within days of Effective Date.

8. Confidentiality

Each Party shall maintain in confidence any non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential. Confidential information shall not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed. The receiving Party will use at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but not less than a reasonable degree of care.

9. Indemnification

Contributor shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Contributor's representations, warranties or obligations under this Agreement, including claims of infringement of third party intellectual property rights. Recipient shall promptly notify Contributor of any claim for which indemnification is sought and shall permit Contributor to control the defense and settlement of such claim subject to Recipient's right to participate with counsel of its choice.

10. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or Contributor's breach of the representations and indemnities in Section 5 and 9, neither Party shall be liable to the other for incidental, consequential, punitive or special damages, and each Party's aggregate liability under this Agreement shall not exceed the total amounts paid or payable to Contributor under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

11. Term; Termination

11.1 Term. This Agreement shall commence on the Effective Date and, except as otherwise provided, shall continue in effect until terminated in accordance with this Section.

11.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Termination shall not relieve either Party of obligations accrued prior to termination. Provisions intended to survive termination, including Sections 3, 5, 6, 8, 9, 10 and 13-16, shall survive.

12. Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Recipient may assign this Agreement in connection with a merger, acquisition, sale of substantially all assets, or to an affiliate provided that the assignee assumes Recipient's obligations hereunder in writing.

13. Notices

Notices to Contributor

Notices to Recipient

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses provided above, or to such other address as either Party may designate by notice.

14. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state of: without regard to its conflicts of law principles. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in the specified state.

16. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the economic, legal and commercial objectives of the original provision.

17. Miscellaneous

The Parties acknowledge that each has had the opportunity to review this Agreement with counsel and that any ambiguities shall not be construed against either Party as drafter. Headings are for convenience only and shall not affect interpretation.

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