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 partiesâ€™
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 â€œAgreementâ€) is made as of _____________ ___, ____ (the
â€œEffective Dateâ€) by and between ______________ (â€œContributorâ€) and ______________
(â€œPublisherâ€ and, collectively with the Contributor, the â€œPartiesâ€).
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 â€œWorkâ€);
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 â€œLicenseâ€) to distribute, transfer, sell,
sublicense, display, reproduce, edit, or create derivative works of Contributorâ€™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 Contributorâ€™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 Partyâ€™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
Partiesâ€™ relationship with one another under this Agreement, which information is not
available to the general public, shall be considered to be â€œConfidential Information,â€
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 Contributorâ€™s relationship with Publisher as set forth in this Agreement.