EdUGames Author Contract
Copyright © 2005 by Pete Antoniak
1 Jun 05
1. The Parties
1.1. This is a contract to establish an open-ended agreement between EdUGames, a
privately owned Web Based Educational Game company with headquarters in San Bruno,
California and __________________ , of _______________ , hereafter to be called Author. This contract will here after
be referred as Contract number A-__________.
2. What is Covered
2.1. This Contract covers the supplying of the following electronic data as described
in detail in the Dictionary of Terms:
2.1.2. Paint Files
2.1.3. Sound Files
2.1.4. Video Files
2.1.5. Midi and HyperCard format Music
2.1.6. Text Files that support Rounds
such as Answer Lists and Common Text
3. Governing Laws
3.1. This Contract is governed by the laws of the State of California and of the
United States as appropriate.
4.1. The following documents are included and made part of this contract.
4.2. Dictionary of Terms
4.3. Formula for Royalties
4.4. Royalty Distribution
5.1. EdUGames is in the business of providing an educational computer game called
EdUGames on the Wourld Wide Web. The game consists of two parts, the patented game
program code written in Java, and the question material, which will be referred to
as content. EdUGames is creating content, contracting with others to create content
and entering into contracts with Authors to create content. Content can be divided
into two categories: Rounds and Resources. A Round is a string of text
that asks question or creates the challenge. Resources are pictures, maps, drawings,
diagrams, film clips, sound bytes, blocks of text, music or any other item that a
Round can use by reference in presenting the question or challenge.
EdUGames; consists of numerous stand-alone game screen which challenge the user's
knowledge or understanding of a subject. An example of how a game screen might do
this is as follows:
** The players are shown a film clip or picture of the Dirigible Hindenburg crashing
and burning, followed by presenting the users with a map of the Eastern part of the
US. The players each have a token on the screen with a cross-hair in its middle.
The players are challenged to place their tokens as close as possible to the location
of the event just shown in the film clip. The player with the token closest to the
correct location wins. The winning score is a function of how much closer the winner
is to the correct location than the average of the other players. **Rounds and referenced
Resources are assembled into Sets
by Game Masters from depositories
of officially accepted content.
6. Ownership of Intellectual Property Rights
6.1. The Author certifies by his/her submission that the content provided is his/her
original work, that he/she is the legal copyright and moral rights owner of the content
and, to the best of the Author's knowledge, the content is not claimed by another.
7. Transfer of Intellectual Property Rights
7.1.1. All content provided by the Author shall be considered a work for hire and
all Rights, Title and Interests of the Author to the content so provided including,
without limitation, the Copyrights and Moral Rights shall be transferred to EdUGames
on acceptance of said content as follows:.
7.2. For Rounds, Author agrees to transfer said rights on an exclusive basis.
7.3. For Resources, Author agrees not to sell or license the use of said content
to others to be used in a competing product.
7.4. Author understands that the display of content, especially images, may be distorted
or modified as part of the game process. 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. Author expressly authorizes such usage of content.
7.5. Author makes this agreement without reservation for him/herself and his/her
estate for now and for all times in all places. If Author is under legal age, his/her
guardian makes this agreement for him/her.
8. Procedure for Governing Content Submission
8.1. Author may not submit any material without the approval of EdUGames.
The following steps outline the procedure governing content submission:
8.1.1. EdUGames creates a Request for
Proposal (RFP) and posts it to the EdUGames Web site or Emails it to the Author
or list of Authors.
8.1.2. Author(s) submit proposal, addressing all issues raised in the RFP.
8.1.3. EdUGames accepts an Author's proposal and issues a formal Notice
to Proceed (NTP).
8.1.4. The Contract time schedule starts from the date the NTP is EMailed to the
8.1.5. Author will submit the work as outlined in the NTP with the date of submission
being the date the work is EMailed to EdUGames or up loaded to the EdUGames FTP
site. If author fails to submit said material as agreed, EdUGames may cancel
said agreement. If Author submits said material after the agreement is canceled,
EdUGames is free to reject it without any further justification.
8.2. Author is free to send an unsolicited proposal to EdUGames at any time. Sample
Proposals and submission forms are available at the EdUGames Web site. EdUGames will
review said proposals and at its desecration start the process as outlined in the
9. Quality of Content
9.1. The Author stipulates by submission of said content material that it is, to
the best of his/her knowledge, correct, error free and does not contain any inflammatory
language, indecency or obscenities.
10.1. The Author places no restrictions on the use of said content.
11. Acceptance of Content
11.1. EdUGames will review content submitted by Author and officially accept or reject
11.2. A Round will be assigned a Royalty
Weighting Unit (RWU) and a unique serial number.
11.3. A Resource will be assigned a Royalty Weighting Unit (RWU) and a unique files
11.4. EdUGames will send a Notification
of Content Acceptance or Rejection NCAR along with a listing of the RWU assigned
11.5. If content is rejected, EdUGames will indicate the reason.
11.6. On notification of content acceptance, Author has 7 days to disagree with the
number of Royalty Weighting Units assigned before content will be available for inclusion
into Editions and Network Databases. Any changes to it that the Author may desire
from that time on are at the sole discretion of EdUGames.
12. Paymentt of Royalties
12.1. EdUGames agrees to pay royalties to the Author for the use of said content
as detailed in Formulaa For Royalties and Royalty Distribution Procedures
12.2. Author accepts payments as described in said documents as payment in full.
13. Legal Fees
13.1. Author agrees to allow EdUGames to deduct from his/her royalties any legal
cost EdUGames specifically incurs in upholding or maintaining the ownership of his/her
content. Author agrees to pay EdUGames for any legal costs or damages incurred by
EdUGames, a second party publisher, distributor or online service provider as a result
of its use of his/her content.
14. Changes in the Formula for Determining RWUs
14.1. As detailed in the document Formula for Royalty Distribution, the RWU
determination for Rounds is a function of complex formulas based on the amount and
complexity of the content and the type of game screen. From time to time adjustments
may be made to these formulas. The formula used at the time a Round is verified and
accepted will remain with the Round unless a change is made in the Question part
of the Round, at which time the Round is re-verified and the RWU recalculated. The
Author is placed on notice that he/she will have 7 days from notification that a
Round has been re-verified to disagree with any changes that may have occurred in
the RWU before it is once again official accepted. Once officially accepted, the
content will be available for inclusion into Editions and Network Databases and any
changes to it that the Author may desire are at the sole discretion of EdUGames.
15. Termination and Buy out Clause
15.1. The Author may formally request that EdUGames stop using a Rounds or Resources.
Within 30 days after receipt of such a request, EdUGames will remove the indicated
Rounds and Resources from the EdUGames Server. Once so removed, they will not be
available to Sets.
15.2. EdUGames may remove Rounds and Resources from the officially accepted list
after notifying the Author in writing.
15.3. One year after the date of removal from the officially accepted list, the Author
is released from the exclusive restrictions of paragraph 7.
15.4. RWU's shall have a minumum value of $0.01 each. This places the value of a
simple question like "How many acres in a Square Mile?" at $0.10. EdUGames
is presently a privately held company and in order to allow the possibility of a
transfer of ownership, the author agrees to the following formula for evaluating
the value of unlimited rights to content material:
Author agrees to transfer all rights to said content material for an amount equal
to the minimum value of $.01 per RWU or 3 years of royalties as averaged from the
quarterly base of the royalties received to date which ever is greater. Example:
An Author received quarterly royalties for an item of content of $3, $5, $8, $4,
and $4. The average quarterly royalty would be $4.80 and 3 years worth of royalties
would be $57.60.
16. Verification of Correspondence
16.1. All Correspondence between the parties in this contract shall be via electronic
communications such as Email. The use of digital signatures such as can be provided
by the United States Postal Service may be used at the discretion of the sender and
must be used if available and specifically requested by either party.
17. 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.
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
Printed Name __________________ _________________ _______________
Signature __________________ _________________ _______________
EdUGames, Date Author, Date Legal Guardian, Date