Content Development Agreement Outlines terms for creating content, such as articles, videos, or graphics, specifying content requirements, delivery, and compensation.
This Content Development Agreement (the "Agreement") is entered into as of the Effective Date (defined below) between InfoConnect Pro, a company incorporated under the laws of the United States ("InfoConnect Pro" or "Client") and the undersigned content developer ("Developer"). Collectively, the parties shall be referred to as the "Parties" and individually as a "Party."
2.1. Services
Developer shall provide certain content development services (the "Services") as described in Exhibit A, attached hereto and incorporated herein by reference, which may be updated from time to time upon mutual written agreement of the Parties.
2.2. Deliverables
As part of the Services, Developer shall provide the final work product ("Deliverables") described in Exhibit A, subject to the terms and conditions of this Agreement.
3.1. Standards of Performance
Developer shall perform the Services and create the Deliverables in a professional and timely manner, consistent with the highest standards of care, skill, and diligence customarily recognized in the industry. The Developer shall ensure that the Deliverables comply with all applicable laws, regulations, and content guidelines provided by Client, as well as the Developer's own high standards of quality and professionalism.
3.2. Originality and Non-Infringement
Developer represents and warrants that the Deliverables shall be original, unpublished works and shall not infringe upon or violate any intellectual property rights or any other rights of any third party, nor shall they contain any material that is defamatory, obscene, or otherwise unlawful.
4.1. Project Schedule
Developer shall provide the Deliverables to Client in accordance with the schedule specified in Exhibit A ("Project Schedule"). In the event that Developer fails to meet any deadline specified in the Project Schedule, the Developer shall promptly notify the Client of the delay, and the Parties shall negotiate in good faith an appropriate extension of time for the affected deadline.
4.2. Acceptance and Rejection
Client shall review the Deliverables within a reasonable period after receipt and shall give written notice to Developer of any rejection of Deliverables, specifying the reasons for rejection. Developer shall address Client's concerns and revise the Deliverables as necessary within a reasonable time frame, not to exceed ten (10) business days. This process shall continue until Client provides written acceptance of the Deliverables.
5.1. Fees
As full consideration for the Services performed and the Deliverables provided by Developer under this Agreement, Client shall pay Developer a fee as set forth in Exhibit B, attached hereto and incorporated herein by reference ("Fees").
5.2. Invoicing and Payment
Upon completion and Client's acceptance of the Deliverables, Developer shall issue an invoice for the Fees net thirty (30) days. Client shall make all payments to Developer in United States currency by wire transfer, check, or any other method agreed upon by the Parties.
6.1. Ownership
Upon full payment of the Fees, all right, title, and interest in and to the Deliverables, including without limitation all copyrights, trademarks, patents, and other intellectual property rights, shall be owned exclusively by Client. Developer hereby assigns to Client all such rights, and shall execute any further documents reasonably required by Client to evidence such assignment.
6.2. License
Developer hereby grants to Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, distribute, publicly perform, and publicly display any materials, content, or works created or provided by Developer as part of the Services but not included in the Deliverables.
Developer shall maintain the confidentiality of all non-public, proprietary, or confidential information of Client ("Confidential Information"), whether disclosed orally or in writing, and shall not use or disclose Confidential Information for any purpose other than the performance of the Services under this Agreement, without the prior written consent of Client. Developer shall take all necessary precautions to prevent unauthorized disclosure or use of Confidential Information by its employees, agents, or subcontractors.
Developer shall indemnify, defend, and hold harmless Client, its officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with (a) any breach of any representation, warranty, or covenant of Developer contained in this Agreement; (b) any negligent or wrongful act or omission of Developer, its employees, agents, or subcontractors; or (c) any infringement by the Deliverables or Services of any intellectual property rights of any third party.
This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflicts of laws principles or rules.
This Agreement, including all exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the Parties with respect thereto. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties.
In this Content Development Agreement, you will see the following sections:
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