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Website contributor agreement (unpaid)

Under this version of our website contributor agreement, one party will create materials (such as written or graphical works) for publication upon the other party's website.

The contributor does not receive any substantial payment for the contribution. However, to help ensure that an agreement takes effect as a contract under English law, there must be some form of quid pro quo (known to lawyers as consideration). The consideration requirement here is fulfilled here by a provision specifying that the website operator will pay the contributor a nominal sum.

As an alternative, you could have the agreement executed as a deed: no consideration is required where an agreement takes the form of a deed.

Under the agreement, the contributor either: (i) grants to the website operator a licence to use the contribution; or (ii) assigns (i.e. transfers) to the operator all of the contributor's intellectual property rights in the contribution.

Although the contribution is provided without charge, this agreement still includes a range of protections for the website operator, such as warranties and indemnities relating to the contribution. These are on the whole optional, and can easily be removed where appropriate.

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Website contributor agreement (unpaid) 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 (no acceptance procedure).
  4. Operator
    Materials:
    supply of second party materials; licence of
    Operator
    materials; warranties relating to second party materials.
  5. 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).
  6. Consideration: consideration benefiting first party.
  7. 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.
  8. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  9. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; 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.
  10. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
  11. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  12. Status of
    Contributor
    :
    first party is independent contractor not employee; no redundancy or compensation.
  13. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  14. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  15. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  16. 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.
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