CONTENT SERVICE AGREEMENT
BETWEEN
INFECTION SHIELD CONSULTING INC.
AND
“CONTENT PROVIDERS”
CONTENT SERVICE AGREEMENT
This Content Service Agreement, herein referred to as the “Agreement,” made this _______ day of ______________ 20__ between Infection Shield Consulting inc, herein referred to as “The company” and _______________________ herein referred to as “The content providers”. Herein all together referred to as “the parties”.
WHEREAS the company is proposing to use its content through its website infectionshield.ca “the product” in creating content for online courses.
THEREFORE, the content providers have agreed to provide and/or assist in topics and content for the online course to the company in digital form upon and subject to the terms and conditions enumerated as follows:
- TERM OF THE AGREEMENT.
This agreement shall be in effect from ______________________ to ________________ both days inclusive between the company and the content providers and the parties hereby agree to be bound by this said agreement willingly and is entered into without any undue influence.
- THE CONTENT.
The content provider shall supply and/or provide content to the company in accordance with the terms of this agreement and shall discharge all of the obligations and responsibilities associated with the provisions of this agreement and the instructions from the company.
The content provider shall have total editorial control over the content to be provided which should be free from any plagiarism. The provided content should be original work of art.
The content provided shall include the following content including but not limited to any other content that the company will require and/or request from the content provider from time to time; –
- Topics.
- Graphs
- Tables
- Pictures
- PAYMENT TERMS.
In consideration of the performance of the Agreement, the company and the content provider have mutually agreed on the mode of compensation for the services rendered herein as follows:
- (State the amount agreed between the parties as compensation for the services rendered)
- Having the right to and recognition of the content providers being a part of this project, creating an online course.
For delays in submitting the required content, not the responsibility of the company, there will be an equitable adjustment in the fee to compensate the content provider for the damages arising from the delayed work.
- CHANGES/MODIFICATIONS.
Any party herein can request for any changes to the terms in the agreement and/or the scope of work or service being performed as well as any cost associated with change requests upon a written request (which will not be unreasonably withheld) and parties will prepare an addendum to this contract which will need to be signed by all the parties involved.
- INTELLECTUAL PROPERTY.
The content provider acknowledges that the content and other intellectual property rights contained in the presented content developed under this agreement and handed over to the company shall belong to the company and waives any claim on any title to such rights under or by virtue of this agreement.
- TERMINATION.
The company has the right to terminate this service Agreement, without any penalty or obligation when;-
- It is discovered that the content provided is wrong.
- The content provided is copied work.
- The content does not meet the satisfaction of the audience.
- The content provider makes several simultaneous late submissions of their content.
Either party to this agreement may terminate the service agreement by giving a prior written thirty (30) days’ notice addressed to the non-terminating party.
Any termination of this agreement does not discharge a party from any accrued rights or liabilities of either party arising from the conduct and/or existence of this agreement.
- 7. OWNERSHIP OF THE CONTENT.
The content provider acknowledges and agrees that all the Content provided is a proprietary, original work of authorship of the company, or licensed or assigned to the company, and is protected under copyright, trademark, patent, and trade secret laws of general applicability.
The content provider also acknowledges that the online content courses being developed and/or created by the company belong solely and is owned exclusively by the company and the content provider does not have any ownership rights and/or claim on it.
- NO PARTNERSHIP.
Nothing in this agreement constitutes and/or alludes to anything relating to a partnership, joint venture, or agency relationship between the company and the content provider.
- CONFIDENTIALITY.
All the terms and conditions of this Agreement and any confidential information must be kept confidential unless disclosure is required under the process of law.
Disclosing or using this information for any purpose beyond the scope of this Agreement, or the exceptions set forth above is expressly forbidden without the prior consent of the Parties.
The Parties agree that the confidentiality clause in this Agreement will remain active and in power even upon the termination of this Agreement.
- LIMITATION OF LIABILITY.
Neither party shall be liable for any indirect or consequential loss or damage howsoever caused leading to loss of profit, anticipated savings, wasted expenditure incurred out of or in connection with this agreement.
- WARRANTIES.
The content provider warrants that the content provided is free from any plagiarism and/or breach of any intellectual rights of third parties and free of any malware for use by the company.
The company warrants that it’s the owner of the business and has obtained all the legal required rights and consents to put up the content provided by the content provider and will not go forth with any content that infringes any rights of copyrights of any third parties.
No employee or agent is authorized to make any representation or warranty on behalf of the company or the content provider other than those contained in this Agreement. This warranty is non-transferable.
- DISPUTE/CONFLICT RESOLUTION.
The company and the content provider hereby mutually agree to have mutual negotiations in good faith if there arises a dispute and/or conflict concerning the services, interpretation, obligations, etc. envisioned under this agreement. If the negotiations fail, parties may resolve the issue/dispute/conflict through neutral Arbitration. The decision and award of the arbitrator shall be final and binding on all parties. The costs of such proceedings shall be borne equally by both parties.
- INDEMNIFICATION.
The content provider agrees to indemnify and hold harmless the company and its directors, employees, agents from and against all liability, claims, demands, and expenses, including court costs and attorney fees, on account of any claim which may arise out of the content provided.
- NO ASSIGNMENT.
The parties may not assign or delegate, sublicense or otherwise transfer this Agreement, or its services to be performed or obligations under this Agreement to other third parties.
- 15. WAIVER.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
- GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada.
- FORCE MAJEURE
For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes,
but is not limited to, war, riots, civil disorder, earthquake, storm, flood, or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation, or any other
action by government agencies.
A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement provided that the party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.
- NOTICES.
All notices must be in writing and addressed to the attention of the other Party. The Notice will be deemed given:
- When verified by written receipt if sent by personal or overnight courier, when received if sent by mail without verification of receipt, or within three business days of posting if sent by registered or certified post; or
- When verified by automated receipt or electronic mail if sent by email to the fax number or email address, as applicable.
- SEVERABILITY.
If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision, and such invalid term, clause, or provision shall be deemed to be severed from the Agreement.
- ENTIRE AGREEMENT.
This Agreement, and all documents referenced herein, is the Parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.
IN WITNESS WHEREOF, this agreement has been executed by the duly authorized representatives of the parties.
Signed by; –
Infection Shield Consulting Inc. ) Designation: ……………………………….
) Signature: ………………………………….
) Email Address: ……………………………
) Telephone: …………………………………
) Date: ………………………………………..
Signed by; –
The Content provider ) Name: ……………………………………
) Signature: ………………….………………
) Email Address: ……………….…………..
) Telephone: …………………………………
) Date: ……………………………………….
) Name: ………………………………………
) Signature: ………………………………….
) Email Address: ……………………………
) Telephone: ………………………………….
) Date: ………………………………………..
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