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EdUGames Research Associate Contract

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Copyright © 2005 by Pete Antoniak
1 June 2005

1. The Parties

1.1. This is a contract between EdUGames, a privately owned company with headquarters in San Bruno, California and __________________ , of _______________ ,hereafter to be called Associate. This contract will here after be referred as Contract number RA-__________.

2. What is Covered

2.1.1. This contract covers the following services:
2.1.2. Researching
2.1.3. Proof reading, Quality Control checking and testing
2.1.4. Managing electronic data libraries and databases
2.1.5. Reviewing, categorizing, archiving and forwarding electronic data
2.1.6. Providing expert advice
2.1.7. Creating RFP, RFB, Specification and Task Descriptions
2.1.8. Evaluating Bids and Proposals
2.1.9. Monitoring Researchers, Authors and Associates
2.1.10. Managing Programs, Projects, Contracts and Tasks Assignments

3. Inclusions

3.1. The following documents are included and made part of this contract.
Title
3.2. EdUGames Dictionary of Terms

4. Background

4.1. EdUGames is in the business of producing, selling and licensing educational computer games that use question material similar to Jeopardy and Trivia Pursuit. Educational content material is being created by independent Researchers and Authors using the Internet to post RFB and RFPs, accept bids and proposals, award and administer contracts and forward electronic data. Because the product is electronic data and all the people and organizations involved are communicating via Email, there is no reason that any of the people working on the electronic data have to be in the same physical space. This contract covers people who facilitate this process of content creation, but do not fall into the categories of Researcher or Author because of the nature of the work is continuous and open ended. An example of a title of an Associate might be --Civil War Expert--. And a task of the Civil war Expert might be to review all material on the Civil War for accuracy. Associate are also in charge of the libraries and databases.

4.2. Associate states that he/she is an independent business person who complies with all local business laws and license requirements and pays all applicable fees, taxes and permits to do business with EdUGames. Associate owns or has access to the equipment, supplies and resources needed to complete the duties that he or she agrees to. EdUGames places no requirements on the location, time or manor of work. Associate is providing a service as specified in the specifications that references this agreement and is not receiving supervision from EdUGames or an agent of EdUGames. Associate is of legal age, or has the permission of his/her guardian who has also signed this contract.

4.3. If Associate is a US citizen: Associate stipulates by entering into this agreement that he/she complies with the US Code "1706" definition of an independent contractor and will indemnify EdUGames for any damages it might incur if the US or a State government disagree with this stipulation of the Associate; Associate understands that he/she will receive a form 1099 if the amount paid by EdUGames exceed $500 in any one year.  EdUGames will withhold all payments over $500 if Associate is a US citizen and has not forward his/her SSN.

5. Transfer of Content

5.1. Associate agrees that if, in the process of providing services, he/she creates or in any way contributes intellectual content, said content constitutes a work for hire and that all intellectual property rights in said content shall vest in EdUGames at the time that it is created to the extent permitted by law. If laws prevent such vesting, Associate makes assignment of all such rights to EdUGames at the time of creation. If laws prevent such assignment, Associate grants a perpetual world wide non-revocable license to EdUGames to use said content. If laws prevent such licensing, Associate agrees never to sue EdUGames for the use of said content.

5.2. Associate certifies that said work will be his/her work, that to the best of the Associate's knowledge, said work will not be claimed by another.

5.3. Associate understands the nature of the EdUGames® program and how content is often altered, modified and distorted in the creation of a challenging intellectual game play situation. Associate expressly agrees to this in regards to any content material created as a result of this contract. Where permissible by law, Associate waves all his/her rights, including moral rights, to prevent alteration, mutilation or distortion of said data.

5.4. Associate understands that some of the Game processes challenge the user to recognize an image that starts out unclear and becomes progressively more clear as game play continues. This process may include, but is not limited to: covering the image with panels; covering the image with lines; making the image blurry; morphing the image; scrambling the image into puzzle parts; and any other means available, now, or in the future that EdUGames may be able to use in creating a challenging discovery type situation. Associate expressly agrees to this in regards to any content material created as a result of this contract.

5.5. Associate makes this agreement without reservation for him/herself and his/her estate for now and for all times in all places.

5.6. If Associate is under legal age, his/her guardian makes this agreement for him/her.

6. Quality of Content

7. The Associate stipulates that if he/she creates content material, it will be to the best of his/her knowledge, correct, error free and will not contain any inflammatory language, indecency or obscenities.

8. Restrictions

8.1. The Associate places no restrictions on the use of any content material he or she might create in the course of carrying out this contract.

9. Procedure for Providing Services

9.1. EdUGames will create a Request for Proposal for Service referencing a Scope of Services to be provided by Associate and post it on the EdUGames web site and/or Email it to the Associate. The proposal will normally include a fee schedule.
9.2. Associate will submit a response to said RFP, addressing all items in the RFP.
9.3. EdUGames will issue a Notice To Proceed (NTP), referencing this contract agreement and the Scope of Services.
9.4. Associate will begin providing services as of the date indicated in the NTP, keeping track of all times and costs associated with said services.
9.5. Associate will invoice EdUGames monthly as specified in the NTP.
9.6. EdUGames will pay the Associate in US Dollars within 30 day of invoicing. If Associate requires the money in another currency, Associate will pay any conversion fees.

10. Dispute Resolution

The parties to this contract hereby agree to have any dispute, controversy or claim arising out of or relating to this contract in any manner, form or method, submitted to binding arbitration with a neutral Internet Arbitration Firm such as www.squaretrade.com, www.arbitration-forum.com or other similar firm as chosen by EdUGames.  In so agreeing, the parties expressly waive any right they may have to a bench or jury trial.  They further agree to abide by said firm's Rules of Arbitration and that the award of the arbitrator will be final and binding upon them as if rendered by a court of law, and enforceable by any court having jurisdiction over the same.  

In the event that the above arbitration requirements are, for whatever reason unenforceable, parties agree to resolve legal disputes in the Courts of the State of California.

__________________ ___________________ ________________
EdUGames, Date Researcher, Date Legal Guardian, Date