This Content Provider agreement is between a content provider and a publisher. The
content provider, who is the author of the original literary content, grants to a publisher
the right to exploit the work. This document in its draft form contains numerous of the
standard clauses commonly used in these types of agreements, as well as optional
language to allow for customization to ensure the specific terms of the parties’
agreement are addressed. This agreement is most useful to persons wishing to provide
content to a publisher for the purpose of exploitation.
CONTENT PROVIDER AGREEMENT
THIS AGREEMENT (the “Agreement”) is made as of _____________ ___, ____ (the
“Effective Date”) by and between ______________ (“Contributor”) and ______________
(“Publisher” and, collectively with the Contributor, the “Parties”).
A. Publisher produces a service by which certain content is displayed or otherwise published;
B. Contributor has developed and owns certain content of original works of authorship, as listed
in Appendix A (collectively the “Work”);
C. Contributor desires to sell such Work, and to grant full rights of ownership, and license to
Publisher on the terms and conditions set forth in this Agreement, all as more fully described
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other
good and valuable consideration as set forth herein, the Parties hereby agree as follows:
a. Grant of License. Contributor hereby grants to Publisher an exclusive, non-
transferrable, irrevocable license (the “License”) to distribute, transfer, sell,
sublicense, display, reproduce, edit, or create derivative works of Contributor’s
Work or any derivative works thereof, as specified under the terms and conditions
of this agreement.
b. Authority to Grant License. Contributor represents and warrants that all Work
submitted is an original Work of which Contributor is the only author, or if any
co-author, collaborator, or co-contributor exists, such co-author, collaborator, or
co-contributor has relinquished all rights, interests and licenses in the Work to
Contributor. Contributor has the authority to grant the above license. Contributor
has not sold any right or interest in Work to any other individual or entity.
2. INTELLECTUAL PROPERTY.
a. Rights of Ownership. By transferring the rights of Contributor’s Work,
Contributor relinquishes all rights and interests in the Work to Publisher as the
owner of the Work, including but not limited to the exclusive rights to distribute,
sell, sublicense, or otherwise transfer the Work. Contributor is aware that under
the terms and conditions of this agreement, Contributor may not at any future time
sell any rights or interests of ownership in the Work to any other individual or
b. Restrictions. Contributor represents and warrants that there exist no third party
licenses or other restrictions relating to any part of Work, including, but not
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limited to, related patents, trademarks, and copyrights. Contributor agrees to
notify Publisher of any facts or circumstances of which Contributor becomes
aware that would make any of the above representations inaccurate in any respect.
3. TERMS OF PAYMENT. Publisher shall pay Contributor for the Work as follows:
[Enter Terms of payment for Contributor].
4. RELATIONSHIP OF PARTIES.
a. Agency. The relationship of the Parties is that of independent contractors.
Nothing contained in this Agreement and no action by either Party shall be
deemed to constitute any Party or any of such Party’s employees or agents to be
an employee or agent of the other Party or shall be deemed to create any
partnership, joint venture, association, syndicate among or between any of the
Parties, or shall be deemed to confer on any Party any express or implied right,
power or authority to enter into any agreement or commitment, express or
implied, or to incur any obligation or liability on behalf of the other party.
b. Non-Exclusive Relationship. Contributor and Publisher enjoy a non-exclusive
relationship in all respects. Contributor acknowledges that Publisher may sell
documentation products developed and owned by third-parties, or documentation
products developed and owned by Publisher, the content of which may be similar
to the Work. Additionally, Publisher acknowledges that Contributor may develop
and sell other documentation products to any third party, so long as such
documentation products are not the same or substantially similar to the Work sold
5. SERVICE. Contributor shall deliver Work to Publisher through a mutually acceptable
electronic transmission method, specified by Publisher prior to the delivery of such
Work. Upon delivery, full transfer of the property and grant of above specified license
shall be deemed to have taken place.
6. CONFIDENTIALITY. Any information that either Party is exposed to by virtue of
Parties’ relationship with one another under this Agreement, which information is not
available to the general public, shall be considered to be “Confidential Information,”
including the terms and provisions of this Agreement. Neither Party may disclose any
Confidential Information to any person or entity, except where compelled by law, unless
prior written consent for such disclosure is obtained from the other Party.
7. TAXES. Publisher shall not be responsible for any taxes owed by Contributor arising
out of Contributor’s relationship with Publisher as set forth in this Agreement.
8. INDEMNITY IN THE CASE OF INFRINGEMENT. Contributor shall defend,
indemnify and hold harmless, at Contributor’s expense, any claim, suit or proceeding
brought against Reseller by a third party resulting from, arising out of or related to a
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claim that a Work or any part of a Work directly infringes a copyright enforceable in a
country that is signatory to the Berne Convention or a valid U.S. patent issued as of the
date of this Agreement.
9. GOVERNING LAW. This Agreement shall be construed in accordance with, and
governed in all respects by, the laws of the State of _________________, without regard
to conflicts of law principles. The Parties further agree and consent that venue of any
action hereunder shall be exclusively in the county of _____________________.
10. COUNTERPARTS. This Agreement may be executed in several counterparts, each of
which shall constitute an original and all of which, when taken together, shall constitute
11. SEVERABILITY. If any part or parts of this Agreement shall be held unenforceable
for any reason, the remainder of this Agreement shall continue in full force and effect. If
any provision of this Agreement is deemed invalid or unenforceable by any court of
competent jurisdiction, and if limiting such provision would make the provision valid,
then such provision shall be deemed to be construed as so limited.
12. HEADINGS. The headings for section herein are for convenience only and shall not
affect the meaning of the provisions of this Agreement.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
Publisher and Contributor, and supersedes any prior understanding or representation of
any kind preceding the date of this Agreement. There are no other promises, conditions,
understandings or other agreements, whether oral or written, relating to the subject matter
of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and
year first above written.
Print Name Print Name
Publisher’s Title Contributor’s Title
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