Content Production Agreement

Wall Street Oasis
Content Production Agreement

 

This Content Production Agreement (“Agreement”) is entered into as of the date of last signature below (the “Effective Date”) between IB Oasis Corp (“Wall Street Oasis”) and [], an Individual (“Content Producer”) (together, the “Parties,” each individually a “Party”) with respect to the facts set forth below. 

RECITALS

Wall Street Oasis is an online community focused on careers in finance.  Wall Street Oasis partners with a diverse range of experts to develop financial and accounting literacy courses that enable people to learn career and financial skills.

Content Producer has expertise in a particular dimension of accounting and financial skills and desires to coordinate with Wall Street Oasis to develop courses to be published by the Wall Street Oasis platform, pursuant to the terms of this Agreement.

NOW, THEREFORE, the parties agree as follows:

Content Producer Will Work in Collaboration with Wall Street Oasis.  Content Producer will collaborate with Wall Street Oasis to design, develop, and produce the deliverables, as further described in mutually executed Statement of Work in substantially the form of Exhibit A (collectively, all deliverables created in connection with such Statements of Work and all Derivative Works thereof are the “Work”).  Each deliverable will be submitted by Content Producer to Wall Street Oasis when Content Producer believes it meets the acceptance criteria specified in the Statement of Work.  The Parties will mutually evaluate each submitted deliverable and make a good faith determination as to whether the deliverable meets industry best practices and the quality standards required to enable the deliverable to deliver value to Wall Street Oasis’s customers, and when the Parties agree that this has occurred, the deliverable will be deemed accepted (“Accepted”).  In the event that a submitted deliverable is not Accepted within 14 business days of submission, the parties will reduce any required changes or modifications to writing, and the Content Producer will make such modifications or changes such that the deliverable is Accepted in a timely manner.

Compensation.

  1. Wall Street Oasis will pay Content Producer $10 USD per hour of services performed in the creation of the Work prior to the initial submission for acceptance (“Initial Services”).  In no event shall Initial Services invoices exceed 50 hours for any milestone (and 150 hours combined across all 4 milestones) without prior written authorization from Wall Street Oasis. Initial Services combined with any subsequent services performed by Content Producer on the Work after initial submission are collectively the “Services”.  Services performed after the initial submission for acceptance will be performed at the Content Producer’s sole expense unless mutually agreed otherwise.
  2. Wall Street Oasis will pay a completion payment to Content Producer equal to the amounts paid and payable in connection with the Initial Services for each milestone that is Accepted (the “Completion Payment”).  For example, if 50 hours of Initial Services are performed and invoiced for a total of $500 of Initial Services in connection with a specific milestone after that milestone is Accepted, a Completion Payment of $500 shall be due and payable.
  3. Content Producer will invoice Wall Street Oasis every thirty (30) days.  Content Producer will document the number of hours of Initial Services performed, Completion Payments due, as well as the milestones to which each invoiced item pertains in Content Producer’s invoices.  Wall Street Oasis will pay correct invoices from Content Producer within fifteen (15) days of receipt. 

 

Intellectual Property.

  1. Content Producer shall promptly and fully disclose to Wall Street Oasis any and all ideas, inventions, technologies, discoveries, improvements, know-how, processes, practices, procedures, compositions, devices improvements, methods, data, ideas, works of authorship, discoveries, or other subject matter that Content Producer conceives, reduces to practice or develops during the term of this Agreement, alone or in conjunction with others, including without limitation any and all invention(s) which relate to the Work and which Content Producer made, first reduced to practice or owns in the course of performing Services for Wall Street Oasis, including without limitation any and all related patents, copyrights, trade secrets, trademarks throughout the world (and applications for registration of the same) (collectively, “Inventions”). Content Producer agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings, and similar materials, including computer-generated documents or in any other form that may be required by Wall Street Oasis) of all Services provided and results thereof and such records shall be available to and remain the sole property of Wall Street Oasis at all times. Content Producer agrees that any and all Inventions shall be the sole and exclusive property of Wall Street Oasis. Where applicable, works of authorship Content Producer creates for Wall Street Oasis in performing Services under this Agreement shall be “works made for hire” as defined in the U.S. Copyright Act.
  2. Content Producer agrees to assign, and hereby irrevocably does assign, transfer and convey to Wall Street Oasis all right, title and interest to all such Inventions. Content Producer hereby appoints Wall Street Oasis as Content Producer’s agent and attorney, in fact, to act for and on Content Producer’s behalf for the purpose of effecting the foregoing assignment from Content Producer to Wall Street Oasis, for executing and filing the requisite applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks and other registrations with the same legal force and effect as if executed by Content Producer.  Content Producer agrees to execute any and all papers and documents, and take such other actions as are reasonably requested by Wall Street Oasis, to evidence, perfect, defend the foregoing assignment and fully implement Wall Street Oasis’s proprietary rights in the assigned Inventions and associated intellectual property. 
  3. Content Producer represents and warrants that (i) Content Producer is the owner of the entire right, title, and interest in and to the Inventions therein; (ii) Content Producer has the sole right and authority to enter into the Agreement and grant the rights hereunder; (iii) Content Producer has not previously granted any rights or licenses in or to the Inventions; (iv) unless approved by Wall Street Oasis in writing, Content Producer shall not incorporate any intellectual property belonging to Content Producer or third parties into any Inventions; (v) Content Producer is in compliance with all federal, state, county, and municipal laws, regulations and ordinances applicable to Content Producer and shall perform the Services without violation of the foregoing; and (vi) Content Producer is qualified to perform the Services. In the event, any Invention may not legally be assigned to Wall Street Oasis under this Section 3, or if Content Producer incorporates its own or a third party’s code or any intellectual property or invention into the performance of Services and resulting work product, Content Producer hereby grants Wall Street Oasis an irrevocable, perpetual, sublicensable, worldwide, royalty-free license to make, have made, sell, use, export, copy, perform, distribute, create derivative works of and otherwise fully export such Invention. Prior to incorporating Content Producer’s own or a third party’s intellectual property or invention into the performance of Services, Content Producer shall notify Wall Street Oasis and obtain written Wall Street Oasis approval. 

Relationship of the Parties.

  1. Content Producer is an independent contractor and will provide the Services on Content Producer’s own time, using Content Producer’s own resources, at locations of Content Producer’s choosing, using the skills and methods that Content Producer deems appropriate.  Nothing in this Agreement creates an employment or agency relationship between Content Producer and Wall Street Oasis. Content Producer agrees that it has no authority to represent or bind Wall Street Oasis.  Nothing herein shall create, expressly or impliedly, a partnership, joint venture, or other association between the parties to this Agreement. 
  2. Content Producer is authorized to perform services and receive compensation for such services in the United States and will provide Wall Street Oasis with documentation evidencing the same. Content Producer understands that Wall Street Oasis will report all amounts paid under this Agreement to the applicable government agencies, and Content Producer will report to applicable government agencies all compensation that it receives under this Agreement.  As an independent contractor, Content Producer alone will be responsible for payment of all taxes, social security, workers’ compensation, unemployment, and disability insurance or similar items that any government agency requires. 

Warranties.

  1. Content Producer warrants that Content Producer does not have and will not enter into any obligations or commitments that conflict or are inconsistent with Content Producer’s obligations under this Agreement.  Notwithstanding the foregoing, the parties acknowledge that Content Producer is an independent contractor, free to perform services for any other third parties, and retains all rights to enter into other agreements that are not in conflict with the terms of this Agreement.  For clarity, Content Producer will not copy, modify, create derivative works of or otherwise use the Work for Content Producer’s own benefit, or the benefit of a third party.
  2. Content Producer warrants to Wall Street Oasis that any Work (i) is wholly Content Producer’s original effort and material, except for any material in the public domain and/or properly licensed and/or quotations or references that are properly cited, (ii) contains, to the best of Content Producer’s knowledge, no material misrepresentations of fact, and (iii) will not infringe, misappropriate or violate the rights of any third party, including copyrights or any rights of privacy or publicity.  Content Producer agrees to protect, defend, and indemnify Wall Street Oasis from any and all losses, claims, liabilities, or expenses resulting from a breach of the foregoing Content Producer warranty.

General.

  1. Term and Termination.  This Agreement shall be in effect for three (3) years unless terminated earlier in accordance with its terms.  At the end of the then-current term, this Agreement shall automatically renew for subsequent renewal terms of 1 year unless either party indicates its desire not to enter the renewal term on or before thirty (30) days before the end of the then-current term.  Either party may terminate this Agreement if the other party is in breach and has failed to cure such breach within thirty (30) days of receipt of written notice of such breach.  Sections 2 through 6 shall survive any termination of this Agreement. 
  2. Interpretation.  All Parties to this Agreement have negotiated and cooperated in the drafting and preparation of this Agreement.  This Agreement shall not be construed against any Party on the ground that either party drafted it.
  3. Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the respective Parties hereto, their respective legal successors and assigns, and each of them.
  4. Service of Notice.  Any and all notices or demands by or from Wall Street Oasis to Content Producer, or by or from Content Producer to Wall Street Oasis, shall be in writing and shall be served either by regular United States mail, Certified or Registered Mail, return receipt requested, postage prepaid or by recognized overnight courier service. Official communication between the Parties shall also include by their official emails.  If such notice is served by mail in the manner herein provided, service shall be conclusively deemed made forty-eight (48) hours after the deposit thereof in the United States mail or on the next business day after submission to the overnight courier service, addressed to the party to whom such notices or demand is to be given, at the following addresses:
Wall Street Oasis: 20705 Saint Charles Street

Saratoga, CA 95070

Content Producer:

  1. Governing Law, Dispute Resolution, & Forum.  This Agreement shall be construed under and governed by the laws of the State of California without regard to conflict of laws principles.  Any dispute arising from this Agreement shall be decided solely and exclusively by state or federal courts located in Santa Clara County, California.
  2. Counterparts and Facsimile Signatures.  This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed original, but all of which taken together shall constitute but one and the same instrument.  This Agreement may be executed by facsimile transmission and shall be deemed to have been executed and delivered by each party on the date so transmitted to the other party, and in such an event, each party will promptly furnish to the other party, an original counterpart hereof executed by such party.
  3. Entire Understanding.  This Agreement sets forth the entire understanding of the Parties in connection with the subject matter of this Agreement.  None of the Parties has made any statement, representation or warranty in connection with this Agreement, which has been relied upon by any other Party to it or which has been an inducement for any Party to enter into this Agreement, except as expressly set forth herein.  This Agreement may not be altered, amended, or modified in any respect except by a writing duly executed by authorized representatives of both Parties.
  4. Severability.  If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall not be affected.
  5. Warranty of Authority.  Each person signing this Agreement on behalf of an entity warrants that he or she has the authority to bind that entity by signing this Agreement.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date:

 

Wall Street Oasis 

Signature:

Name: Patrick Curtis

Date: March 16, 2020

Email: Patrick@wallstreetoasis.com

 Content Producer:

Signature:

Name:

Date:__________________________

Email:

 

Exhibit A

Statement of Work

 

Milestones and Target Delivery Dates

  1. Reviewing Online Accounting Courses and competitive landscape (3-5hr estimate) + creating a detailed module and course outline (15-25hr estimate) with specific lesson plans + topics to cover for both the Accounting for Finance: Foundations (“Foundations Course”) and Accounting for Finance: Advanced (“Advanced Course”) courses– October 15, 2020

 

  1. Detailed PowerPoint presentation for the Foundations Course for lessons outside of Excel (15-25hr estimate) – November 30, 2020

 

  1. Develop and/or source necessary Foundations Course materials including exercises, templates, models, quizzes, case studies (20-30hr estimate) – January 31, 2021

 

  1. Recording lesson Videos for full production of the Foundations Course, including notes for post-production editing to our video editor – April 30, 2021 (20-40hr estimate)

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  1. Detailed PowerPoint presentation for the Advanced Course for lessons outside of Excel (20-30hr estimate) – July 31, 2020

 

  1. Develop and/or source necessary Advanced Course materials including exercises, templates, models, quizzes, case studies (25-40hr estimate) – September 30, 2021

 

  1. Recording lesson Videos for full production of the Foundations Course, including notes for post-production editing to our video editor – March 30, 2022 (30-50hr estimate)

 

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