Web Content Partnership Agreement

Web Content Partnership Agreement

Agreement made on the (date), between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Website Owner, and , of , referred to herein as Content Provider.

Whereas, Website Owner is the owner of a certain website which is accessible through the URL www.xxxx.com, hereinafter called the Website; and

Whereas, Website Owner desires to contract with Content Provider to provide Website Owner with original content to be incorporated into the Website including but not limited to text, photographs, images, audio sequences, video sequences and musical recordings; and

Whereas, Content desires to provide such content 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. Services

Content Provider agrees to provide Website Owner with original content intended to be incorporated into the Website including but not limited to text, photographs, images, audio sequences, video sequences and musical recordings. Content shall be provided on an as needed basis via written request to Content Provider. Requests for content shall be fulfilled within ten (10) days of request. If a request cannot be fulfilled within ten (10) days, Content Provider shall provide a timeline for fulfillment of request. Content Provider shall provide all requested content in the electronic format requested either via electronic mail or by uploading content to a specified location provided by Website Owner. Content Provider also agrees to provide other services as may be contemplated in this Agreement.

2. Term

This Agreement shall begin on (date) and continue until one party terminates the Agreement or on (date), whichever is earlier. Content Provider agrees to perform services as set forth in Paragraph 1 until the expiration of this Agreement on upon termination of the Agreement. Website Owner may terminate the use of Content Provider’s services at any time without cause and without further obligation to Content Provider’s except for payment due for services prior to date of termination of the Agreement. Website Owner must provide notice of termination of the use of Content Provider’s content in writing and such termination shall become effective upon receipt of notice either via electronic mail or certified United Stated Mail.

3. Payment

In consideration for services provided under this Agreement, Content Provider shall be entitled to payment of . Content Provider shall provide Website Owner with invoices for services provided on a monthly basis. Website Owner shall have ten (15) days from receipt of each invoice to review and dispute any charges. Payment shall be due within thirty (30) days of receipt of an invoice via check or money order delivered via certified mail to Content Provider’s place of business as indicated in this Agreement.

4. Ownership of Content

Content Owner hereby assigns to Website Owner the exclusive rights to publish and post original content provided to Website Owner by Content Provider. Content Provider agrees that Website Owner has the right to modify content provided by Content Provider as well as create derivative works based on content provided. Website Owner must provide credit to Content Provider whenever the content is posted or published.

5. Warranties

Content Provider warrants that services provided pursuant to this Agreement do not violate any agreement or obligation between Content Provider and any third party. Further Content Provider warrants that content delivered to Website Owner will not infringe any copyright, patent, trade secret, or any other proprietary right held by any third party. Content Provider warrants that content provided is and will be the original creation of Content Provider and is and will be provided without reservation.

6. Indemnity

Each party shall indemnify, assume the defense of, and hold harmless the other party and its directors, officers, employees, and agents from every claim, loss, damage, injury, expense (including attorney’s fees), judgment, and liability of every kind, nature, and description arising in whole or in part from the indemnifying party’s negligent, fraudulent, or illegal acts or omissions except, as to the party requesting indemnification, to the extent such liability results in whole or in part from the unauthorized, negligent, fraudulent, or illegal act or omission of the party requesting indemnification

7. Relationship of the Parties

Content Provider is an independent contractor and is not an employee, servant, partner or joint venturer of Website Owner. Website Owner shall determine the services to be provided by Content Provider, but Content Provider shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Website Owner is not responsible for withholding, and shall not withhold or deduct from payments to Content Owner FICA or taxes of any kind, unless such withholding becomes legally required. Content Provider is not entitled to receive the benefits which employees of Website Owner are entitled and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Website Owner.

8. 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.

9. 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.

10. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

By signing below, the parties acknowledge and agree to the terms of this Agreement.