Author

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:
2.1.1. Rounds
2.1.2. Paint Files
2.1.3. Sound Files
2.1.4. Video Files
2.1.5. Midi and HyperCard format Music Files
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. Inclusions

4.1. The following documents are included and made part of this contract.

Title
4.2. Dictionary of Terms
4.3. Formula for Royalties
4.4. Royalty Distribution

5. Background

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 Author.
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 above paragraph.

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. Restrictions

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 it.
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 name.
11.4. EdUGames will send a Notification of Content Acceptance or Rejection NCAR along with a listing of the RWU assigned is appropriate.
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 documents.

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.

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.

Printed Name __________________ _________________ _______________

Signature __________________ _________________ _______________
EdUGames, Date Author, Date Legal Guardian, Date