Digital Content Provider Agreement

Digital Content Provider Agreement

This Digital Content Provider Agreement (the "Agreement") is entered into as of the day of , by and between the parties set forth below.

Parties

WHEREAS

WHEREAS, Client desires to obtain certain digital content, services and deliverables, including but not limited to written content, graphics, video, audio, metadata, and related files (collectively, "Content"); and

WHEREAS, Provider represents that it has the expertise, personnel and rights necessary to produce and, as applicable, license or assign the Content to Client under the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the creation, delivery, use and ownership of the Content.

Scope of Work

Provider shall perform the services and deliver the Content as described below. The Content and any changes to scope shall be governed by the specifications and milestones set forth by the parties in writing.

Payment Terms

Client shall pay Provider for the Content and services in accordance with the following terms.

Late payments shall accrue interest as set forth below unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on the date first written above and shall continue until the completion of the Services or until terminated as provided herein.

Term Start Date:

Term End Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above. Termination shall not relieve Client of the obligation to pay for Services performed and accepted prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given its nature. Each party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information except to employees, contractors or agents with a need to know; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets.

Intellectual Property and License

Unless otherwise agreed in writing, Provider hereby grants to Client a non-exclusive, worldwide, royalty-free license to use the delivered final Content upon full payment. If the parties elect assignment of rights in a deliverable, such assignment shall be effective only upon payment in full and shall be limited to the specific deliverables expressly identified. Provider retains ownership of its pre-existing materials, tools, templates and underlying code; to the extent such pre-existing materials are included in deliverables, Provider grants Client a perpetual license to use those pre-existing elements solely as incorporated in the delivered Content.

Representations, Warranties and Indemnification

Provider represents and warrants that (a) it has the full power and authority to enter into this Agreement; (b) the Content will not infringe third-party intellectual property rights; and (c) the Content will conform materially to the agreed specifications. Provider shall indemnify and hold harmless Client from third-party claims arising from Provider's breach of the foregoing warranty, provided Client gives prompt written notice and reasonable cooperation in defense. Client's indemnification obligations shall be limited to claims arising from Client's modification or misuse of the Content.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or intellectual property indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Each party's aggregate liability for direct damages arising from this Agreement shall not exceed the total amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices under this Agreement shall be in writing and delivered to the respective notice addresses set forth above or such other address as either party may designate in writing. Notice is effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the competent courts located in that State for disputes arising under this Agreement, except that either party may seek injunctive relief in any jurisdiction to protect its intellectual property or confidential information.

Entire Agreement

This Agreement, together with any appendices, statements of work or change orders signed by both parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification or waiver of any provision must be in writing and signed by an authorized representative of each party.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or acquisition.

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