Website contributor agreement (paid)

Website contributor agreement (paid) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
4. Acceptance: acceptance test or review by second party; deemed acceptance of deliverables; deliverables do not meet acceptance criteria in tests or review; subsequent failures of deliverables to meet acceptance criteria in tests or review; consequences of acceptance of deliverables.
5. Operator
   Materials: supply of
   Operator
   materials; licence of
   Operator
   materials; warranties relating to 
   Operator
   materials.
6. 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).
7. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
8. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
9. Contributor
    confidentiality obligations:
   Contributor
   confidentiality undertaking; disclosure of confidential information by
   Contributor
    to certain persons; exceptions to
   Contributor
   confidentiality obligations; disclosures of
   Operator
   confidential information mandated by law etc;
   Contributor
   to stop using confidential information upon termination;
   Contributor
   to delete confidential information following termination;
   Contributor
   confidentiality obligations after termination.
10. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
11. Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
12. 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.
13. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
14. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
15. Status of
    Contributor
    : first party is independent contractor not employee; no redundancy or compensation.
16. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
17. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
18. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
19. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (DELIVERABLES PARTICULARS)

1. Specification of Deliverables: specification of deliverables prompt.
2. Timetable: timetable prompt.
3. Operator
   Materials: second party materials prompt.
4. Financial provisions: financial provisions prompt.