This content provider agreement template has 5 pages and is a MS Word file type listed under our software & technology documents.
CONTENT PROVIDER AGREEMENT This Content Provider Agreement (the "Agreement") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "ISP"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CONTENT PROVIDER NAME] (the "Content Provider"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS ISP desires to introduce a portfolio of on-line computer services to its customers which will include a [DESCRIBE] service or service segment ("Service Segment") and to promote and exploit as part of the Service Segment certain Content owned or licensed by Content Provider; and Content Provider desires to make such Content available to ISP pursuant to the terms of this Agreement. For good and valuable consideration, receipt of which is hereby acknowledged, ISP and Content Provider hereby agree as follows: License to Exploit the Content Grant of License Subject to the terms of this Agreement, Content Provider hereby grants to ISP a worldwide license to use, copy, display and perform (privately and publicly), publish, transmit, distribute, sublicense and exploit the Content in whole or in part, separately or together with the Content Provider Trademarks, on or in connection with the promotion or marketing of an ISP Service in any medium, now known or hereafter devised, including, without limitation, in connection with any demonstration, promotion, advertisement or publicity of an ISP Service. Without limitation of the foregoing, the rights granted to ISP include the following: (i) the right to enter the Content and Content Provider Trademarks into ISP's files, storage space and databases; (ii) the right to store, process, retrieve and transmit and to authorize others to store, process, retrieve and transmit the Content and Content Provider Trademarks on or in connection with an ISP Service in any manner or media, now known or hereafter discovered or devised; (iii) the right to reasonably juxtapose and combine the Content with materials owned and/or controlled by ISP, and/or by third parties for the purpose of promoting and advertising the ISP Service; and (iv) the right to offer to Subscribers the option of printing and Downloading for personal use all or any portion of the Content and the Content Provider Trademarks to the Subscriber's computer hard drive or onto a separate disk. Exclusivity The license granted to ISP herein shall be exclusive. Content Provider warrants and represents that (i) the Content has not previously been used, displayed, performed, published, transmitted, distributed, advertised, demonstrated, promoted or otherwise exploited, directly or indirectly, by or to the public, in connection with any on-line computer service or any other form of interactive on-line service; and (ii) during the Exclusivity Period, the Content will not be used, displayed, performed, published, transmitted, distributed, advertised, demonstrated, promoted or otherwise exploited in any manner, directly or indirectly, by or to the public, in connection with any on-line computer service or any other form of interactive service except as specifically authorized by the terms of this Agreement. ISP and Content Provider acknowledge and agree that breach of this Section by Content Provider shall entitle ISP to injunctive relief for breach thereof. Exclusivity Period The Exclusivity Period shall commence on the date of this Agreement and continue through the entire term hereof. Corporate Website Content Provider will have the right to create and/or maintain its own website for any corporate purpose which is not competitive with the Service Segment, except Content Provider may provide technical support for the Content and promote and advertise the Content and the Service Segment on its website. Supply of Content Content Provider shall furnish the Content to ISP in accordance with the Delivery Schedule. Thereafter, during the Term of this Agreement: (i) Content Provider shall create, update and maintain the Content (and without limitation, perform in all material respects the obligations specified on Exhibit X in connection therewith); and (ii) provide the Content for publication and distribution on the ISP Service. If within thirty (30) days after receipt by Content Provider of a Delivery Notice from ISP, Content Provider fails in any material respect to deliver substantially all of the Content referenced in such Notice, this Agreement may be terminated by written notice from ISP to Content Provider. ISP Service Functions of ISP ISP shall have the following service function responsibilities: Use reasonable efforts to establish, maintain and operate the Service Segment and ISP Service at its expense pursuant to the terms of this Agreement; Host content on servers and provide specifications, and support for Content Providers to transport their content to the ISP Service; including the maintenance of file or storage space reasonably sufficient to store current Content made available by Content Provider for a reasonable time consistent with commercially prudent operation of the ISP Service, provided ISP shall not be obligated to archive Content that has been updated, replaced or becomes obsolete; Provide such development and authoring tools and such other ISP Software (including any updates, upgrades and enhancements of such) as ISP determines in its sole discretion to make generally available to Content Providers (subject to Section 2(b) of the Standard Terms) for the purpose of allowing Content Provider to design, develop, launch, test and implement its Content on the ISP Service; Provide such training as ISP determines in its sole discretion to make generally available to Content Providers, on terms that are at least as favorable as the terms generally available to other Content Providers; Provide network access to the ISP Service or other Internet access service as may be offered by ISP, as well as general access to users from other Internet access Providers; Provide various operational features for a competitive on-line service which may include Information access, on-line communications and applications, file copy services, electronic shopping capabilities, Email, chat forums, bulletin boards, and Internet standard security for transactions and user data input, all subject to ISP's right to determine, in its sole discretion, the features that will be available with the ISP Service and the date of availability; Provide customer care, including develop and promulgate guidelines for customer care and service, maintain a subscriber registration process, perform all billing and college functions, manage billing inquiries and complaints, collect usage data, develop and adhere to quality control functions, provide customer support and refer inquiries to content provider where necessary, monitor and maintain system performance. Advertising and Promotion ISP shall have the right to enter into agreements with advertising sales agencies which grant them the right to sell advertising on the ISP Service, including advertising for inclusion in any page or screen which includes the Content
This content provider agreement template has 5 pages and is a MS Word file type listed under our software & technology documents.
CONTENT PROVIDER AGREEMENT This Content Provider Agreement (the "Agreement") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "ISP"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CONTENT PROVIDER NAME] (the "Content Provider"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS ISP desires to introduce a portfolio of on-line computer services to its customers which will include a [DESCRIBE] service or service segment ("Service Segment") and to promote and exploit as part of the Service Segment certain Content owned or licensed by Content Provider; and Content Provider desires to make such Content available to ISP pursuant to the terms of this Agreement. For good and valuable consideration, receipt of which is hereby acknowledged, ISP and Content Provider hereby agree as follows: License to Exploit the Content Grant of License Subject to the terms of this Agreement, Content Provider hereby grants to ISP a worldwide license to use, copy, display and perform (privately and publicly), publish, transmit, distribute, sublicense and exploit the Content in whole or in part, separately or together with the Content Provider Trademarks, on or in connection with the promotion or marketing of an ISP Service in any medium, now known or hereafter devised, including, without limitation, in connection with any demonstration, promotion, advertisement or publicity of an ISP Service. Without limitation of the foregoing, the rights granted to ISP include the following: (i) the right to enter the Content and Content Provider Trademarks into ISP's files, storage space and databases; (ii) the right to store, process, retrieve and transmit and to authorize others to store, process, retrieve and transmit the Content and Content Provider Trademarks on or in connection with an ISP Service in any manner or media, now known or hereafter discovered or devised; (iii) the right to reasonably juxtapose and combine the Content with materials owned and/or controlled by ISP, and/or by third parties for the purpose of promoting and advertising the ISP Service; and (iv) the right to offer to Subscribers the option of printing and Downloading for personal use all or any portion of the Content and the Content Provider Trademarks to the Subscriber's computer hard drive or onto a separate disk. Exclusivity The license granted to ISP herein shall be exclusive. Content Provider warrants and represents that (i) the Content has not previously been used, displayed, performed, published, transmitted, distributed, advertised, demonstrated, promoted or otherwise exploited, directly or indirectly, by or to the public, in connection with any on-line computer service or any other form of interactive on-line service; and (ii) during the Exclusivity Period, the Content will not be used, displayed, performed, published, transmitted, distributed, advertised, demonstrated, promoted or otherwise exploited in any manner, directly or indirectly, by or to the public, in connection with any on-line computer service or any other form of interactive service except as specifically authorized by the terms of this Agreement. ISP and Content Provider acknowledge and agree that breach of this Section by Content Provider shall entitle ISP to injunctive relief for breach thereof. Exclusivity Period The Exclusivity Period shall commence on the date of this Agreement and continue through the entire term hereof. Corporate Website Content Provider will have the right to create and/or maintain its own website for any corporate purpose which is not competitive with the Service Segment, except Content Provider may provide technical support for the Content and promote and advertise the Content and the Service Segment on its website. Supply of Content Content Provider shall furnish the Content to ISP in accordance with the Delivery Schedule. Thereafter, during the Term of this Agreement: (i) Content Provider shall create, update and maintain the Content (and without limitation, perform in all material respects the obligations specified on Exhibit X in connection therewith); and (ii) provide the Content for publication and distribution on the ISP Service. If within thirty (30) days after receipt by Content Provider of a Delivery Notice from ISP, Content Provider fails in any material respect to deliver substantially all of the Content referenced in such Notice, this Agreement may be terminated by written notice from ISP to Content Provider. ISP Service Functions of ISP ISP shall have the following service function responsibilities: Use reasonable efforts to establish, maintain and operate the Service Segment and ISP Service at its expense pursuant to the terms of this Agreement; Host content on servers and provide specifications, and support for Content Providers to transport their content to the ISP Service; including the maintenance of file or storage space reasonably sufficient to store current Content made available by Content Provider for a reasonable time consistent with commercially prudent operation of the ISP Service, provided ISP shall not be obligated to archive Content that has been updated, replaced or becomes obsolete; Provide such development and authoring tools and such other ISP Software (including any updates, upgrades and enhancements of such) as ISP determines in its sole discretion to make generally available to Content Providers (subject to Section 2(b) of the Standard Terms) for the purpose of allowing Content Provider to design, develop, launch, test and implement its Content on the ISP Service; Provide such training as ISP determines in its sole discretion to make generally available to Content Providers, on terms that are at least as favorable as the terms generally available to other Content Providers; Provide network access to the ISP Service or other Internet access service as may be offered by ISP, as well as general access to users from other Internet access Providers; Provide various operational features for a competitive on-line service which may include Information access, on-line communications and applications, file copy services, electronic shopping capabilities, Email, chat forums, bulletin boards, and Internet standard security for transactions and user data input, all subject to ISP's right to determine, in its sole discretion, the features that will be available with the ISP Service and the date of availability; Provide customer care, including develop and promulgate guidelines for customer care and service, maintain a subscriber registration process, perform all billing and college functions, manage billing inquiries and complaints, collect usage data, develop and adhere to quality control functions, provide customer support and refer inquiries to content provider where necessary, monitor and maintain system performance. Advertising and Promotion ISP shall have the right to enter into agreements with advertising sales agencies which grant them the right to sell advertising on the ISP Service, including advertising for inclusion in any page or screen which includes the Content
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