Website contributor agreement (paid)
Under this website contributor agreement, one person creates material (such as text or graphical material) for publication upon another person's website.
The parties may be individuals or companies.
The agreement assumes that the contributor will be paid a fee in respect of the contribution. In consideration for the payment of that fee, the customer receives either an assignment of the rights in the contribution or a licence to use the contribution.
The agreement allows for the fact that a contribution may incorporate third party works that require separate licence terms. Moreover, it takes account of the situation where the customer is providing some materials to the contributor for incorporation into the contribution.
We also publish versions of this agreement designed for the situations where the contributor is being paid commission or is not being paid at all.Ask about this document
Website contributor agreement (paid) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
- Acceptance: acceptance test or review by second party; deemed acceptance of deliverables; deliverables do not meet acceptance criteria in tests or review; subseqent failures of deliverables to meet acceptance criteria in tests or review; consequences of acceptance of deliverables.
- OperatorMaterials: supply of second party materials; licence ofOperatormaterials; warranties relating to second party materials.
Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
- Contributor's confidentiality obligations: first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
- Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Status of Contributor: first party is independent contractor not employee; no redundancy or compensation.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (
- Specification of
Deliverables: specification of deliverables prompt.
- Timetable: timetable prompt.
: second party materials prompt.OperatorMaterials
- Financial provisions: financial provisions prompt.