Please read and accept the following agreement:
ISI CONTENT ACQUISITION AGREEMENT
THIS CONTENT AGREEMENT (the Agreement) is made on this date by and between Information Superbrand, Inc. (ISI), a California Corporation with an office at 7545 Irvine Center Drive, Suite 200, Irvine, California 92618, and (Contributor).
WHEREAS, ISI has established and is operating a family of websites dedicated to providing topic related information on the Internet, and
WHEREAS, Contributor has created or possesses certain "Materials" (or Content) available for publication relating to various subjects, and
WHEREAS, ISI and Contributor mutually desire to enter into an Agreement whereby, pursuant to the terms and conditions hereinafter set forth, Contributor shall grant to ISI all authorizations necessary for ISI to publish Contributor Materials on Internet websites for viewing by the general public, and thereby generate revenue from advertising shown whenever a webpage is viewed.
NOW, THEREFORE, in consideration of the mutual agreements, covenants and obligations hereinafter set forth, the parties hereto agree as follows:
1. GRANT AND AUTHORIZATION, COMPENSATION. Contributor or a designated representative thereof shall provide Materials to ISI in an acceptable electronic format such as MS Word, text, html, etc., and ISI shall have the nonexclusive right to (i) use the Materials provided to it; (ii) store Materials electronically; (iii) display Materials on Internet websites as determined by ISI; and (iv) transfer and disseminate Materials electronically. Contributor hereby grants to ISI all necessary rights and licenses included under any copyright rights of Contributor to execute the foregoing.
As compensation to Contributor, ISI will pay Contributor fifty percent (50%) of the advertising revenue generated from each webpage that is created with the Materials, according to ADVERTISING REVENUE COMPUTATION in Paragraph #12 following. However, revenue generated from any other source such as merchandise and/or ticket sales is specifically excluded from this revenue share. Revenue share shall be paid monthly, 30 days net, for the previous month, providing that a minimum of $25 (twenty-five dollars) in revenue is generated in that month. In the event that a minimum of $25 (twenty-five dollars) in revenue is NOT generated in any preceding month, those amounts shall be added to the following month revenue. Contributor at his or her discretion can designate a non-profit entity of their choice to receive this revenue if they so desire. This designation may be determined when Contributor submits a W-9 form. The revenue share shall be paid so long as ISI continues to generate advertising revenue from the use or display of the Materials. The provisions of this Section 1 shall survive the termination of the Agreement.
2. WARRANTY. Contributor warrants and represents that he/she has the right to market and convey the publication rights to the Materials provided hereunder, and that there are no outstanding, unresolved claims to or against the Materials from any third parties not specifically disclosed by Contributor in writing to ISI.
3. TERM. Except as otherwise expressly provided in this Agreement, the term of this Agreement shall commence on the date it has been executed by all parties and shall remain in effect indefinitely. Notwithstanding the foregoing, each party hereto shall have the right to terminate this Agreement in the event that the other party hereto materially breaches its obligations under this Agreement, and such breach has not been cured within a period of thirty (30) days after the aggrieved party has notified the alleged breaching party in writing of the nature of the material breach.
4. PROPRIETARY RIGHTS. ISI acknowledges that it has no right, title, or interest in the Materials except as provided under this Agreement, and that nothing contained in this Agreement shall be construed to convey any right, title or interest in the Materials to ISI, other than the rights granted under this Agreement.
5. ISI RESPONSIBILITIES. ISI neither gives nor makes any warranties or representations under or pursuant to this Agreement.
6. EFFECT OF TERMINATION. Upon the termination of this Agreement, ISI, at its option, may: (i) continue to store contributed Materials electronically, and continue to display contributed Materials on Internet websites under current compensation agreement, or ISI may (ii) remove such items.
7. INDEMNIFICATION. Contributor hereby agrees to indemnify and hold ISI and its respective directors, officers, employees and agents harmless from and against any and all claims, damages, losses and expenses (including attorney fees), arising from: challenges to or contests with respect to the validity, title or copyright registration in or to Materials; the veracity, accuracy and/or comprehensiveness, for purposes of any claim against ISI for placing the Materials on Internet websites. This indemnification includes, but is not limited to, all claims based on contract, copyright, trademark or unfair competition claims, and/or other claims relating to intellectual property. The provisions of this Section 6 shall survive the termination of the Agreement.
8. GOVERNING LAW AND ARBITRATION REQUIREMENT. This Agreement shall be interpreted, construed and enforced in accordance with, and under the laws of, the State of California, and any dispute under this agreement shall be decided by arbitration at Orange County, California.
9. ENTIRE AGREEMENT, MODIFICATIONS, WAIVERS. This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. Any modifications to this Agreement must be in writing and signed by all parties hereto in order to be effective. No party shall be deemed to have waived any rights accruing hereunder unless such waiver is in writing and signed by the parties.
10. EFFECT OF AGREEMENT. This Agreement is binding upon and shall inure to the benefit of all parties, their successors and assigns, including the officers and directors of all parties.
11. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision of this Agreement.
12. ADVERTISING REVENUE COMPUTATION. All payments will be based on actual amounts received by ISI from its advertisers in payment of page display advertising. In no event shall any compensation be deemed due and payable prior to receipt by ISI of payment from the advertiser for invoiced and adjusted amounts.
