Web Site Services Agreement
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Web Site Services Agreement Powered By Docstoc
					                                Web Site Services Agreement

        Agreement made on the (date), hereinafter called the Effective Date, between (Web
Site Services Provider), a corporation organized and existing under the laws of the state of
______________, with its principal office located at (street address, city, state, zip code),
referred to herein as WSP, and (Name of Company), a corporation organized and existing
under the laws of the state of ______________, with its principal office located at (street
address, city, state, zip code), referred to herein as Company.

       Whereas, WSP has the ability to provide content for the Web sites associated with
Company (the Company Sites) and further has the ability to provide hosting and maintenance
services for the Company Sites; and

       Whereas, WSP maintains and hosts a network of Web sites (the Network); and

        Whereas, Company desires to have all of the Company Sites re-designed and
collectively hosted and maintained;

       Now, therefore, for and in consideration of the mutual covenants contained in th is
Agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1.       Definitions
         For certain agreements, a definitions section is helpful to explain terms that will be
utilized throughout the Agreement and to serve as an easy reference for those terms.

       A.     Content shall mean the text, pictures, sound, video, graphical elements and
       other data contained in any Web site, excluding Marks (as defined below).

       B.     Company’s Proprietary Content shall mean Content that is Company’s Content
       or Content of its third party licensors.

       C.    Enhancements shall mean the addition by WSP of new textual or graphic
       elements to Company’s Proprietary Content.

       D.     Company Tools shall mean such software tools, programs, or other technology
       that WSP has developed or will develop for Company Sites. WSP shall inform Company
       when a Company tool incorporates third party software, programs or technology and
       whether such inclusion will affect Company’s use after termination or expiration of this

       E.    WSP Content shall mean Content other than Company’s Proprietary Content
       used on WSP’s Network

       F.     WSP Tools shall mean such software tools, programs or other technology that
       WSP has developed or will develop which were not or will not be developed exclusively
       for Company.

       G.      Marks shall mean to include any trademarks, trade names, service marks, trade
       dress, logos, URLs or identifying slogans of a party as set forth in Exhibit G and as
       added to by the parties from time to time.
       H.     Third Party Tools shall mean software tools, programs or other technology
       supplied by third parties for use in connection with Company’s Sites.

       I.    Third Party Work shall mean Content prepared by a Third Party retained by
       WSP to contribute Content to a Company Site.

2.     Term
       This Agreement shall be effective from and after the Effective Date for a period of
(number) years. Each twelve month period from the Effective Date is known as the Contract
Year. Either party may provide no less than (number) days notice of termination of this

3.     Services
       A.      WSP shall migrate and re-launch each of Company’s Sites, as set forth further in
       Schedule A attached hereto, that are already in existence (the Migration Services).
       WSP and Company will use commercially diligent efforts to complete the Migration
       Services within (number) days from the Effective Date of this Agreement. Company
       agrees to secure the cooperation of the current hosts of the Company’s Sites in order to
       effect a timely and smooth transition.

       B.         WSP and Company shall participate together in meetings to determine the
       appropriate Enhancements to be added to Company’s Sites taking into account the
       qualities of Company’s respective properties. At Company’s request, WSP will procure
       Rich Media to support advertising initiatives, meaning all advanced advertising
       technology (such as but not limited to HTML, Dynamic HTML, Enliven, Flash, Java,
       Javascript, Audiobase, Bluestreak and Unicast). In connection with the foregoing, WSP
       agrees to create XML depositories of all Company Proprietary Content and to make
       cumulative updates to such depositories, and to deliver to Company on a monthly basis
       flat file “snapshots” of the Company Sites.

       C.     WSP will rebuild the Sites so that the Sites have the following functionalities: (i)
       each page of the Site will be tagged and capable of tracking metrics; (ii) newsletter
       templates will be in effect; (iii) consistent advertising spaces will be implemented and
       tagged and capable of receipt of advertisements from third parties; (iv) user interfaces to
       content management tools will be established to enable Company employees to update
       the Company Sites remotely.

       D.       WSP will provide Internet hosting services for each Company Site as further set
       forth in Schedule A attached hereto. WSP will make the Company Sites publicly
       available to Internet users on a basis consistent with performance standards as set forth
       in Schedule A. WSP shall, using industry standard methods, prevent unauthorized
       access to any shadow site of any Company Site, any restricted areas of each Company
       Site and any databases or other sensitive material generated from or used in conjunction
       with the Company Sites.

       E.      WSP will provide production services, as further set forth in Schedule A attached
       hereto, for the Company Sites that will include the following: (i) overall management and
       direction of the Company Sites; (ii) creation of editorial features, including original and
       interactive content; (iii) software support for all features; (iv) Rich Media production
       support; (v) branding extensions; (vi) syndication arrangements; (vii) facilitate e-
       commerce pages; (viii) design and develop new games, tools and interactive features as
       well as graphic layout and design services; (ix) provide Company Site user activity
       tracking and reporting including page views, visits and visitor data; and (x) provide
       customer service systems that analyze and direct site visitor e-mail messages.

       F.      WSP will provide maintenance services as specified in Schedule A attached
       hereto (the Maintenance Services) views, visits and visitor data; and provide
       customer service systems that analyze and direct site visitor e-mail messages.

       G.       WSP agrees to use best industry practice to drive new and repeat user traffic to
       the Company Sites using its own search engines and other resources, including without
       limitation, the use of metatags.

       H.   WSP will maintain metric tracking and will arrange for no less than (number)
       Company employees to have access remotely to such metric tracking application.

        Company retains complete editorial and creative control over all aspects of the Company
Sites. WSP shall post no Content other than Company Proprietary Content and user generated
Content without Company’s prior written approval.

5.     Intellectual Property Rights
       A.      No excerpt or other portion of Company Proprietary Content may be reproduced
       on the Network without proper attribution to Company and proper copyright marking and
       must be displayed in the same manner as set forth in the original form of the Company
       Proprietary Content, unless expressly agreed to otherwise by the parties.

       B.       All work done on behalf of WSP for Company in connection with this Agreement,
       including but not limited to derivative works, artwork, logos, graphics, video, text and
       data, shall be deemed to be done as work-made-for-hire and shall be the sole and
       exclusive property of Company, collectively referred to as Company Property. To the
       extent that any Property may for any reason be deemed not to be a work-made-for-hire,
       WSP does hereby grant and assign to Company all right, title and interest which WSP
       may have now or in the future acquire in and to such Company Property, including but
       not limited to all copyrights and other intellectual property rights.

       C.      Company understands and agrees that WSP in performing its obligations
       hereunder, may incorporate or use WSP Tools in connection with its services. In the
       event any WSP Tools are used in connection with Company Proprietary Content for
       distribution on the Company Sites or through the Network, WSP hereby grants to
       Company during the Term of this Agreement a worldwide, non-exclusive,
       nontransferable, royalty-free license to use the WSP Tools.

       D.      Company understands and agrees that WSP in performing its obligations
       hereunder, may incorporate or use Third Party Tools in connection with its services. In
       the event any Third Party Tools are used in connection with Company Proprietary
       Content for distribution on the Company Sites or through the Network, WSP hereby
       grants to Company during the Term of this Agreement a worldwide, non-exclusive,
       nontransferable, royalty-free license to use the Third Party Tools.

       E.     Company may in its sole discretion modify, edit, add to, delete from, distribute,
     license, duplicate, use and otherwise exploit the Company Proprietary Content in any
     manner and by any means, media, method, device, process or medium now known or
     hereafter developed, including, without limitation, making derivative works (as defined at
     17 U.S.C. § 101 et seq) thereof, in all cases without accounting to WSP. For the
     avoidance of doubt, Company’s entitlement to exploit Company Proprietary Content and
     make derivative works based thereon without accounting to WSP applies to Company
     Proprietary Content created or licensed during the Term of this Agreement. Company, at
     its sole expense, shall have the sole right to register such Company Proprietary Content
     for copyright protection. WSP agrees that it will not at any time do or cause to be done
     any act or thing contesting or impairing or intended to impair the foregoing ownership
     rights of Company and WSP will execute and deliver any additional documents which
     Company deems necessary to further evidence Company’s ownership of copyright or
     other rights described herein. If WSP fails or neglects to execute such additional
     documents, Company may do so in WSP’s name and hereby appoints Hearst as its
     irrevocable attorney-in-fact solely for the purposes described herein.

     F.      All WSP Content used on or in connection with the Network, is and shall remain
     the sole and exclusive property of WSP and/or its third party licensors and Content
     providers. Nothing herein shall be construed to grant to Company any right, title or
     interest in or to any such WSP Content, and Company agrees that it shall not at any time
     make any claim to any right, title or interest in or to the such WSP Content.

     G.      Except with respect to the URL (url address) to the Network, all other Company
     Site URL’s shall be the sole and exclusive property of Company. If any Company Site is
     removed from the Network, WSP will take all necessary steps to transfer ownership and
     control of all associated URL’s to Company. The Network portal site URL is and shall
     remain the sole and exclusive property of WSP. All other Network URL's shall remain the
     property of WSP or its Network partners, as the case may be.

     H.      Notwithstanding anything to the contrary provided for in this Agreement, WSP
     shall have complete editorial control over the Network (exclusive of the Company Sites),
     specifically including but not limited to its offers, services, products and the size and
     location of its advertising inventory. WSP reserves the right to suspend, modify or
     discontinue any part (exclusive of the Company Sites) of the Network in its sole

6.   License
     A.       During the Term of this Agreement, Company hereby grants to WSP a non-
     exclusive royalty-free, worldwide license, with no right to sublicense, except without the
     prior written approval of Company to: (i) electronically reproduce, distribute, publicly
     perform and display Company Proprietary Content on the Network pursuant to the terms
     of this Agreement; (ii) abridge and excerpt, add Enhancements to and otherwise edit
     Company Proprietary Content and make such changes as are necessary to display it
     electronically on the Company Sites and Network; and (iii) reproduce and distribute
     through any media now known or hereafter developed excerpts of the Company
     Proprietary Content solely in advertisements for and marketing and promotional
     materials related to the Network and the Magazine Sites.

     B.      Each party acknowledges and agrees for all purposes that all Marks associated
     with the other party and/or the other party's services, products, literature, promotional
     materials or otherwise, whether or not registered, constitute the other party's exclusive
       property. Each party (Licensor) hereby grants to the other party (Licensee) a non-
       exclusive, non-transferable, non-assignable, royalty-free license to use those Marks of
       Licensor set forth on Schedule A solely for purposes of performing Licensee's
       obligations under this Agreement including, without limitation, in connection with any
       advertising, marketing and promotional activities undertaken and materials developed
       pursuant to this Agreement. All uses by Licensee of Licensor's Marks shall be in
       accordance with such quality control standards as the Licensor may promulgate from
       time to time, and Licensee agrees to refrain from all uses of Licensor's Marks to which
       Licensor objects. All uses of Licensor's Marks by Licensee, including all goodwill arising
       there from shall inure solely to the benefit of Licensor. All promotional literature and
       other materials prepared by either party in connection with its promotional obligations
       hereunder shall bear appropriate copyright and/or trademark notices as prescribed by
       the party whose Content or branding is included therein. Licensee agrees it will not use,
       register or attempt to register in any jurisdiction, or otherwise appropriate or adopt any
       name, mark or logo that is confusingly similar to Licensor's Marks. Licensor retains all
       rights with respect to Licensor's Marks that are not specifically granted to Licensee
       herein. At no time during the term of the Agreement or thereafter shall Licensee attack,
       challenge or file any application with respect to any Licensor Mark.

7.     Distribution
       A.       Company shall have the right to establish relationships with third-party online
       distributors for such distributors to carry portions of Company Proprietary Content from
       the Company Sites on the distributors' sites (including works based on WSP Tools,
       provided any Works based on WSP Tools will be run exclusively on WSP’s servers),
       with links back to the Company Sites (Content Distribution Relationships) provided
       that Company shall not license portions of any single Site to a third party in a manner
       that would substantially replicate that site. Company shall be entitled to enter Distribution
       Arrangements without WSP’s consent.

       B.      Company shall have the sole and exclusive right to enter into branding extension
       arrangements (Branding Extensions) for its Company Sites, including Company
       Proprietary Content, with third parties at its discretion. Company shall be entitled to enter
       into Branding Extensions without WSP’s consent.

       C.      Notwithstanding anything herein to the contrary, WSP shall be entitled to propose
       Content Distribution Relationships or Branding Extensions to Company for Company’s
       consideration, provided WSP shall have no authority to enter any such relationship
       without Company’s prior written consent, which may be declined by Company for any
       reason. WSP shall provide reasonable cooperation and technical assistance in respect
       of any Content Distribution Relationship or Branding Extension that may be established
       by Company (regardless of whether WSP assisted in arranging such relationship),
       including, without limitation, assistance in optimizing links, as part of Production
       Services. WSP shall not be entitled to any Commission or revenues earned in
       connection with any such arrangements, except in the event that WSP assists in
       arranging agreement that Company accepts or assists in a distributor arrangement that
       results in establishing a link.

8.    Merchandise and E-Commerce
      Company shall itself be entitled, and shall be entitled to allow third-party partners to
merchandise, sell or promote products and services on the Company Sites or via links from the
Company Sites without permission from or payment to WSP provided that no more than one
graphic element and one text link is placed on any page, and provided Company will respect
any reasonable advertising exclusivities WSP may have granted relating to a Company Site. At
Company’s request, such links may connect to pages within the Company Sites dedicated
exclusively to e-commerce. Company shall be entitled to place additional graphic elements and
text links on any page, and any additional elements will be billed to Company at a rate
equivalent to the average rate net of all discounts and agency fees charged by WSP to other
customers for similar elements over the most recent three months. Company shall also be
entitled to offer premium services (such as paid content) on the Company Sites, provided that
Company shall not restrict a substantial portion (meaning fifty (50%) percent or more) of any
Company Site to paid viewers. Company shall be entitled to retain 100% of the revenue from
such sales. Company retains the right to conduct promotional activities with respect to such e-
commerce. Company agrees that all e-commerce shall be conducted in accordance with
applicable local, state and Federal law including, without limitation, consumer protection laws.
Company also reserves the right to sell goods and services anywhere on the Internet outside
the Network without permission from or payment to WSP.

9.       Privacy Policies, Terms of Service and Compliance
         The Company Sites will be governed by privacy policies and terms of service consistent
with industry practices and which must allow for WSP to share user data and personally
identifiable information collected on the Company Sites about users of the Company Sites with
Company provided that a user has opted in to share their information with Company. WSP
agrees that at each place on the Company Sites where registration is required, including without
limitation, newsletter subscription offers, it will offer the user the opportunity to opt-in to sharing
its personally identifiable information with Company and with third-parties who may have offers
that Company believes would be of interest to the user. In addition, WSP will incorporate opt-in
language provided by Company designed to assure that all user-generated Content and
personally identifiable information collected through reader surveys, polls, feed-back areas and
the like may be used for editorial purposes (exclusive of personally identifiable information
unless users have opted-in to have their information shared with Company in the registration
process), but inclusive of personally identifiable information which may be posted by users to
the message boards and online community on the Company Sites). In addition, if Company
elects to conduct e-commerce or restricts portions of the Sites to users who pay for access,
WSP will incorporate into the Company service related registration process opt-in language
provided by Company designed to ensure that personally identifiable information about
purchasers of such services is available to Company. The parties intend for the Company Sites
and the e-mail marketing practices related thereto at all times be in compliance with all
applicable laws, regulations, and industry guidelines, whether now existing or subsequently
enacted (collectively Applicable Laws), including without limitation, the Children’s Online
Privacy Protection Act (COPPA), CARU guidelines on advertising to children, and all applicable
federal or state anti-spamming statutes. Unless otherwise agreed upon by the parties, the
parties shall consult on how to best comply with such Applicable Laws, and WSP will institute,
subject to commercial reasonableness, such measures, such as cookies, blocking mechanisms
based on age, and other tools and functions as Company requests (collectively Compliance
Tools) to comply with such Applicable Laws. WSP agrees to delete any postings (should it
become aware of any such posting) that it believes, or that Company believes in its reasonable
judgment, could give rise to liability of any nature whatsoever. It is agreed and understood
however that WSP will not monitor user content posted to any message boards on the Web site.
With respect to the conduct and contests and sweepstakes, the conduct of e-commerce, the
collection and management of personally identifiable information, and management and
dissemination of e-mail/mailing lists (collectively the Compliance Hotspots) it shall be the
responsibility of the party in a position to control and direct the activity involved to ensure that
such Compliance Hotspot does not give rise to any legal liability.

10.    Promotion
       A.       Both parties shall actively promote the availability of the Company Sites via the
       Network. Further, the parties shall from time-to-time work together in good faith to
       identify, develop and pursue joint marketing and promotional activities that are designed
       to enhance the value of the Company Sites and the Network. The parties shall mutually
       agree on the budget, Content and development schedule of any such activities prior to
       the launch thereof. Each party shall assign a point of contact within such party's
       organization to coordinate any joint marketing or promotional activities.

       B.       Any future press releases relating to this Agreement shall be mutually approved
       in writing by the parties prior to any distribution thereof.

11.      Non-compete
         WSP hereby agrees that during the Term of this Agreement it will not, without the prior
written consent of Company, (a) enter into any agreement to include as part of the Network any
site if such site may reasonably be construed to be competitive with any of the Company’s
products or Company Sites; (b) display on the Company Sites advertising or other promotional
materials from third parties that may reasonably be construed to be competitive with any of the
Company’s products; or (c) display on the same web page of the WSP Network (exclusive of
the WSP footer) the brands, logo, Marks or Company Proprietary Content with the brands, logo
or Content of any third party that may reasonably be construed to be competitive with any of the
Company’s products, in such a way that it appears that the brands, logos, Marks or Company
Proprietary Content are co-branded or otherwise affiliated with the brands or logos or Content of
any such competitive third parties. Subject to the restrictions set forth in subparts (a)-(c) above,
nothing herein shall be construed to limit WSP from (d) creating and distributing its own e-mail
newsletters and print publications branded with marks owned or licensed by WSP; (e) accepting
paid or barter advertising or sponsorship from a competitive third party (provided such
advertising shall not appear on any Company Site or other page of the Network in which
Company’s Proprietary Content appears; (f) obtaining Content for integration within the WSP
Network from third parties including print publications from non-Company related publications
that are competitive with the Company’s products; or (g) from entering into any other business
or contractual relationship or arrangement with any other entity including, without limitation, for a
co-branded page or area within a site with a product that is competitive with one of the
Company’s products provided such co-branded page or area is not directly linked to or part of
any Company Site, and so long as such relationship or arrangement is not in violation of
subparts (a), (b) or (c) above.

12.    Consideration
       A.     In full and complete consideration for all Services to be provided hereunder,
       except as set forth at Section 12(b) below, WSP shall be entitled to a Services Fee
       (Services Fee) and a share of revenue from advertising as set forth at Section 13.

       B.      The Services Fee will be $__________ during the first Contract Year, increasing
       by ____% to $___________ during the Second Contract Year and increasing by ___%
       to $___________ during the Third Contract Year. The Services Fees will be payable in
       quarterly installments of one-fourth of the applicable amount within thirty (30) days of
       Company’s receipt of WSP’s invoice. The Services Fee excludes any fees that may be
       payable to third parties as a result of Company’s request for advertising on the Company
       Sites involving Rich Media, which fees will be paid by Company to WSP for payment to
      such third parties.

13.   Advertising
      A.       All Advertising (being any banner advertisements, site sponsorship
      arrangements, performance-based advertising, referrals, click-throughs, leads and
      bounties, and all other similar activities which do not produce revenues through direct
      selling, sold with respect to any Company Site) on the Company Sites will be sold by
      WSP unless WSP gives its prior consent for a sale by Company. Net Advertising
      Revenue means the gross revenue received by WSP from the sale of advertisements
      on (a) the Company Sites; (b) any page of the Network, that primarily contains Company
      Proprietary Content (other than teasers); and (c) any other page of the Network, on
      which any Proprietary Content (other than teasers) is reproduced or duplicated
      substantially in its entirety; less agency fees (which shall not exceed _____percent
      (____%) of gross revenue from the sale of Advertisements), commissions (which shall
      not exceed _______percent (____%) of gross revenue from the sale of Advertisements,
      credits due to cancellations and provisions for bad debt. In no event shall Net
      Advertising Revenue for any period be less than (amount or calculation of how to arrive
      at amount). WSP agrees that Company shall be entitled to receive from WSP a royalty
      (the Royalty) computed on Net Advertising Revenues from such Contract Year. WSP
      shall calculate Company’s Royalty on a quarterly basis (being each three month period
      of a Contract Year measured from the Effective Date) on the basis of Net Advertising
      Revenue received to date in that Contract Year and will remit to Company the estimated
      amount owing, together with a statement of the accounting, within forty five (45) days of
      each quarter, and at the end of each Contract Year, shall make a final calculation as a
      true-up and WSP shall account to Company for any additional sums that may be owing,
      or Company shall account to WSP for any overpayments it may have received, as the
      case may be.

      B.      WSP guarantees Company a Royalty derived from Net Advertising Revenues
      (the Guarantee) for each Contract Year in the initial amount of [amount] and as further
      set forth in Schedule A. The Guarantee shall be computed at the conclusion of each
      Contract Year and in the event the earned Royalty is less than the Guarantee, the full
      amount of the Guarantee shall be paid no later than forty-five (45) days following the
      conclusion of each Contract Year.

      C.       Company shall have the sole and exclusive right to sell, or authorize third parties
      to sell, Advertising on Company Sites dedicated solely to the sale of merchandise and
      WSP shall not be entitled to any share of revenue generated from such sales.

      D.       In the allocation and sale of Advertisements throughout the Network, WSP
      agrees to treat the Company Sites at least as favorably as the other sites. WSP agrees
      that it will not place any interstitial or “pop up” or similarly intrusive advertising on the
      home page of any Company Site, nor will it allow any full screen advertisement on the
      home page of any Company Site or the placement of other advertising in a fashion
      deemed by Company to detract from the look and feel of a Company Site or in a manner
      that Company deems inconsistent with the applicable branding. Further, the parties
      agree that in the event they agree to jointly conduct any advertising sales initiatives, they
      will coordinate their advertising sales efforts to ensure that none of such efforts conflict
      with either party's contractual arrangements with third parties.

      E.     Company shall have the right to purchase Advertising space throughout the
      Network on behalf of Company’s advertisers or licensees, subject to the availability of
      inventory and exclusivities that WSP may have gra
Shared By:
Description: This agreement provides for a whole package of Internet services including: designing and content as well as hosting and maintenance. It allows for a company to have all of its Internet concerns addressed for optimum exposure and continuity. This agreement is drafted from the company’s perspective.
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),