Web Content Partnership Agreement

					This is an agreement between a content provider and an owner of a website to provide
original content. The content can include, bus is not limited to, text, photographs,
images, audio sequences, video sequences, and musical recordings. Additionally, this
agreement specifies the length of the relationship and the compensation rate. This
agreement can be used by small businesses or other entities that want to engage the
services of a content provider to produce website content.
                            WEB CONTENT PARTNERSHIP AGREEMENT

This agreement “Agreement” is dated and in effect as of _____________
between________________,            located at _________________, "Owner"      and
_____________________, located at __________________ "Content Provider" hereinafter
collectively referred to as the “Parties”.

WHEREAS, Content Provider has agreed to provide Owner with original content intended to be
incorporated into Owners web site, hereinafter referred to as the “Web Site”, including but not
limited to text, photographs, images, audio sequences, video sequences and musical recordings
and Owner has agreed to retain the services of Content Provider according to the further terms
and conditions set forth herein.

In consideration of the foregoing premises and the mutual covenants set forth in this agreement
and other valuable considerations, the parties hereto agree as follows:


I.       DESCRIPTION OF WORK

1.1 Content Provider agrees to provide Owner with original content intended to be
incorporated into the Web Site including but not limited to text, photographs, images, audio
sequences, video sequences and musical recordings, “the Content”. The Content shall be
provided on a non-exclusive and 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 Owner. Content
Provider also agrees to provide other services as may be contemplated in this Agreement.

II.      TERM

2.1 The Term of this Agreement shall commence on _______________ and continue on a
monthly basis until one party terminates the Agreement.

2.2 Either party may terminate this Agreement by giving thirty (30) days written notice to the
other party.

III.     PAYMENT

3.1      Content Provider shall be entitled to a monthly payment in the amount of $__________.
Content Provider shall invoice for services provided on a monthly basis. Owner shall have ten
(15) days from receipt of invoice to review and dispute any charges. Payment shall be due within
thirty (30) days of receipt of invoice via check/money order delivered via certified mail to
Content Provider’s place of business as indicated in this Agreement.



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IV.      OWNERSHIP OF CONTENT

4.1     Content Provides grants to Owner the exclusive rights to publish and post original
Content to the Web Site as provided by Content Provider. Owner receives the right to modify
Content as well as create derivative works based on Content provided. Owner must provide
credit to Content Provider whenever the Content is posted or published.

[Alternatively]

4.1 All rights not expressly granted hereunder are reserved to Content Provider, including but
not limited to all rights and copyrights in, photographs, images, audio sequences, video
sequences and musical recordings.


V.       WARRANTIES


5.1 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 Owner will not infringe any copyright, patent, trade
secret, or any other proprietary right held by any third party.

5.2 Content Provider warrants that all Content provided is the original creation of Content
Provider and/or its employees and is provided without reservation. Content Provider warrants
that during the term of this Agreement they will not provide similar or materially similar services
to Owner’s competitors.

VI.      INDEMNIFICATION


6.1 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.

VIII. GENERAL

8.1 Owner and Content Provider are independent parties and nothing in this Agreement shall
constitute that either party is the employer, principal or partner of the other party. Neither Owner
nor Content Provider has any authority to assume or create any obligation or liability, either
express or implied, on behalf of the other.




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8.2 This Agreement shall be binding upon each of its successors and assigns and that this
Agreement may not be assigned to a third party, without the written consent of the Company.

8.3 The Parties agree that neither party shall without prior written consent authorize the other to
disclose to any third party the terms and conditions of this Agreement, except as may be
necessary to establish or assert rights hereunder, as required by the laws of the applicable
jurisdiction or by court order. The Parties further agree that each of them may disclose any and
all relevant information, on a confidential basis to either Party’s attorneys, accounts or financial
institutions.

8.4 No modification, supplement, termination, or amendment to this Agreement may be made
unless agreed to by the Parties in writing.

8.5 Any notice required or permitted to be given hereunder may be effectively given by letter
delivered either by personal delivery, registered mail or by electronic means, addressed to the recipient
as follows:

         In the case of Owner:

         _____________________________

         _____________________________

         Tel: (_____) __________________
         Fax: (_____) __________________
         Email: _______________________

         in the case of Content Provider:

         _____________________________

         _____________________________

         Tel: (_____) __________________
         Fax: (_____) __________________

8.6 Any party which is entitled to the benefits of this Agreement may, and has the right to, waive
any term or condition hereof at any time on or prior to the time when such term or condition is
required to be fulfilled under this Agreement; provided, however, that such waiver shall be evidenced
by written instrument duly executed on behalf of such party. The waiver by a party of any term or
condition hereof shall not operate as a waiver of that party's rights under this Agreement in respect of
any other term and condition (whether of the same or any other nature).

8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of
___________________. Each of the parties in any suit, action or proceeding arising out of or
relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the



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State of _______ over any suit, action or proceeding arising out of or relating to this Agreement,
(ii) waives to the fullest extent enforceable under applicable law any objection which it may now
or hereafter have to the above venue of any such suit, action or proceeding and any claim that
any such suit, action or proceeding brought in such Court has been brought in an inconvenient
forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it
may now or hereafter have to the above mentioned Court having jurisdiction of the parties hereto
and to the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any
such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be
conclusive and binding upon it. In any suit or arbitration regarding the Agreement, the prevailing
party shall be entitled to reasonable attorneys’ fees and costs.

8.8 To the extent that any provision hereof is deemed unenforceable, all remaining provisions of
this Agreement shall not be affected thereby and shall remain in full force and effect.

8.9 This Agreement shall constitute the entire agreement between the Parties and will supersede all
prior agreements, representations, warranties, statements, promises, information, arrangements and
understandings, whether oral or written, express or implied, with respect to the subject matter hereof .
The Parties shall not be bound or charged with any oral or written agreements, representations,
warranties, statements, promises, information, arrangements or understandings not specifically set
forth in this Agreement.


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day
and year first written above.


[Owner]                                                                   [Content Provider]

_____________________                                                     ___________________
Name:                                                                     Name:
Title:                                                                    Title:




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DOCUMENT INFO
Description: This is an agreement between a content provider and an owner of a website to provide original content. The content can include, bus is not limited to, text, photographs, images, audio sequences, video sequences, and musical recordings. Additionally, this agreement specifies the length of the relationship and the compensation rate. This agreement can be used by small businesses or other entities that want to engage the services of a content provider to produce website content.
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