Copywriter Central
Content Development Agreement

THIS CONTENT DEVELOPMENT AGREEMENT (“AGREEMENT”), WHICH TOGETHER WITH THE WEBSITE TERMS OF USE CONTAIN THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN SERVICE PROVIDER AND CLIENT REGARDING THE JOB TO BE COMPLETED. ANY CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE MEANING GIVEN TO THEM IN THE WEBSITE TERMS OF USE. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS. BY SELECTING THE “ACCEPT” BUTTON BELOW (“ACCEPTANCE”), YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

1. Development. Service Provider agrees to develop the Content (as described in the Job description on the Website) in accordance with, and on the schedule specified in the Job description on the Website. Service Provider will not use contractors without the Client's prior written consent. The Client understands that Service Provider's performance is dependent in part on the Client's actions; accordingly, any dates or time periods relevant to performance by Service Provider hereunder shall be extended day-for-day with any delays in completion by the Client of the specified in the Job description (including changes to amount(s) due for the completion of the Job).

2. Changes. If either party proposes a change to Content, the other party will reasonably and in good faith consider and discuss with the proposing party the proposed change. Service Provider agrees to accept any change proposed by the Client where the Client agrees to pay (at Service Provider's standard time and materials rates) for the additional work required by such change, such payment not to exceed Service Provider's reasonable estimate for that additional work.

3. Delivery/Acceptance. When Service Provider has completed a Deliverable (as described by the Job description on the Website), Service Provider will deliver it to the Client in electronic form as specified by the Client. The Client will accept or reject the Deliverable within fifteen (15) days after delivery. If the Client rejects the Deliverable, Service Provider will promptly correct the failures and again deliver the Deliverable to the Client and the acceptance/rejection/correction provisions above shall be reapplied until the Deliverable is accepted; provided, however, that upon the third or any subsequent rejection or if the corrections are not made within 30 days of the earlier of initial rejection or the date specified for such Deliverable, Client may terminate this Agreement by 10 days' notice unless the Deliverable is accepted during the notice period. Upon any termination of this Agreement, or otherwise at the request of the Client from time to time, Service Provider will deliver copies of all Content then existing in electronic form as specified by the Client.

4. Payment. As the only consideration hereunder, the Client shall pay Service Provider the amount(s) specified in the Job description on the Website. The parties will attempt to structure payments and deliveries to avoid sales and use taxes and the Service Provider shall be responsible for any such taxes that accrue.

5. IP Assignment/Licenses/Credit.

a. The Client shall exclusively own, and Service Provider hereby assigns to the Client, all right, title, and interest in the Content and Content IP resulting to any extent in connection with work pursuant this Agreement. Service Provider agrees to assist the Client in every proper way to, evidence, record and perfect the assignment and to apply for and obtain recordation of and from time to time enforce, maintain, and defend any Content IP assigned hereunder. "Content IP" includes, without limitation, all patent rights, copyrights, trademark rights, trade secret rights, moral rights and any other intellectual property rights or similar rights anywhere in the world covering or embodied in or relating to any Content or any development, consulting, modification, use, production or dissemination or other activity or exploitation relating to any Content.

b. To the extent any Content or Content IP pre-existed this Agreement or is otherwise not assigned to the Client, Service Provider hereby grants to the Client a worldwide, assignable, sublicensable, royalty-free, perpetual, irrevocable license to make, display, perform, use, reproduce, distribute, offer, sell, import, transmit, create Derivatives of, provide user access to, and otherwise exploit, in any and every manner and medium now or hereafter known, the Content, any Content IP and any Derivatives thereof. Service Provider will confirm its consent to the foregoing, and ratify any action pursuant to the foregoing, at any time requested by Client. "Derivatives" of any subject matter include, without limitation, all derivatives, enhancements, extensions, improvements, modifications, new products and the like, that to any extent incorporate or are based on or related to any portion of that subject matter.

c. The Client will be entitled, but not required, to provide Service Provider with credit as the Service Provider of the Content in any manner the Client reasonably determines.

6. Representations. Service Provider represents and warrants that (i) the Content and Content IP was and will be developed solely by Service Provider personnel and owned solely by Service Provider and neither the Content (or its use) nor this Agreement (or its performance) will infringe, misappropriate or violate any intellectual property rights or other rights or agreements; (ii) the Content does not and will not contain any open source or other third-party code, or any viruses or worms or other harmful or disabling code, or anything that defames, libels, or otherwise injures or interferes with the privacy or publicity rights of any third party; (iii) none of the Content, Content IP or this Agreement (or its performance) will require payment of any kind to any third party; and (iv) the Content is fully and commercially operational, (v) all copyrightable matter licensed or assigned hereunder has been or will be created by persons who were or will be employees of the Service Provider at the time of creation and no person has or will have "moral rights" or rights to terminate any assignment or license with respect thereto, (vi) the work under this Agreement will be performed in a professional and workman-like manner and all Deliverables will meet the relevant requirements therefor, and (vii) Service Provider has and will obtain and maintain binding enforceable agreements with its employees and contractors fully sufficient to allow it to provide the Client with the assignments and licenses provided for herein. Service Provider will indemnify Client from any loss, damage, settlement or other amount or expense (including, without limitation, attorneys' fees) that results from any allegation inconsistent with the foregoing.

7. Termination. This Agreement will remain in effect until terminated in accordance with the express terms of this Agreement. If the Client materially breaches a material provision of this Agreement, Service Provider may terminate this Agreement for cause upon thirty (30) days' notice unless the breach is cured within the notice period. Client may terminate the Agreement as provided in Section 3. Further, the Client may terminate this Agreement at any time with or without cause immediately upon notice, provided that the Client pays all amounts that have become due hereunder prior to such termination. Section 4, Sections 6 through 10, the last sentence of Section 3, and any remedies for breach shall survive termination.

8. Confidentiality. Service Provider will not at any time use (except as expressly provided herein) or disclose the terms or existence of this Agreement, or Content assigned hereunder, or any information provided by or relating to the Client or its business that is not demonstrably generally publicly known.

9. Miscellaneous. All notices under this Agreement shall be in writing and sent via email, and shall be deemed given when personally received by the party to be noticed at the email address as set forth herein or such other email address as such party last provided to the other by written notice. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and no changes or modifications or waivers or supplements to this Agreement will be effective unless in writing and signed by both parties hereafter. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof and in the event of a dispute, the prevailing party will be entitled to attorneys' fees and costs. Service Provider is (and each Key Personnel is) an independent contractor (not a partner, joint venturer, employee or agent of the Client) and Service Provider is responsible for all taxes and withholdings obligations and will indemnify Client from liability or expense or attorney fees relating to any such obligation or allegation relating thereto. This Agreement is not assignable by Service Provider but is fully assignable by Client. The provisions of this agreement are severable and the invalidity or unenforceability of any provisions hereof shall not affect the validity or enforceability of the other hereof.