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EdUGames Research Contract



Copyright © 2005 by Pete Antoniak
1 Jun 05

1. The Parties

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

2. What is Covered

2.1. This Contract covers the supplying of the following electronic data as described in the EdUGames 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. Inclusions

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

3.1.1. 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. EdUGames is creating question material as well as entering into contracts with Researchers for question material which is referred to as content. Content can include, but is not limited to: Questions and Answers; Data Tables; Lists; Pictures; Maps; Drawings; Diagrams; Video Clips; Sound Bytes; Blocks of Text; and Music. The document EdUGames Research Content Specifications describes each item and the format of the electronic data to be supplied by the Researcher in detail.

4.2. Researcher is an independent business person in the business of researching and creating data. Researcher states that he/she is complying with all local business laws and license requirements and is paying all applicable fees, taxes and permits to do business with EdUGames.

4.3 Researcher owns or has access to all equipment, supplies and resources needed to complete any agreement entered into with EdUGames. EdUGames places no requirements on the location, time or manor of research work. Researcher is providing electronic data as specified in this agreement and is not receiving supervision from EdUGames or an agent of EdUGames. Researcher is of legal age, or has the permission of his/her guardian who has also signed this contract.

4.4. If Researcher is a US citizen: Researcher 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 Researcher; Researcher understands that he/she will receive a US Tax Form 1099 if the amount paid by EdUGames exceed $500 in any one year. EdUGames will withhold all payments over $500 if Researcher is s US citizen and has not forward his/her SSN.

5. Transfer of Electronic Research Data

5.1. Researcher agrees that said research constitutes a work for hire and that all intellectual property rights in said research shall vest in EdUGames at the time that it is created to the extent permitted by law. If laws prevent such vesting, Researcher makes assignment of all such rights to EdUGames at the time of creation. If laws prevent such assignment, Researcher grants a perpetual world wide non-revocable license to EdUGames to use the product of said research. If laws prevent such licensing, Researcher agrees never to sue EdUGames for the use of material resulting from or associated with said research.

5.2. Researcher certifies by his/her submission that the electronic data is his/her work, that to the best of the Researcher 's knowledge, the electronic data is not claimed by another.

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

5.4. Researcher 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. Researcher expressly agrees to this in regards to any content material created as a result of this contract.

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

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

6. Quality of Content

7. Researcher stipulates by submission of data that it is, to the best of his/her knowledge, correct, error free and does not contain any inflammatory language, indecency or obscenities.

8. Restrictions

8.1. Researcher places no restrictions on the use of submitted data.

9. Contracting Procedure

9.1. EdUGames will create a Request for Bids (RFB) for electronic data consisting of a specification and schedule and post it for the Researcher to read. The normal method of posting would be to place it on the RFB page of the EdUGames web site. EdUGames may also send it via Email to Researcher. The specification may optionally include a suggested bid amount.

9.2. Researcher will submit a bid via Email to provide the specified data. Researcher is under no obligation to submit a bid, however, if the Email indicates that EdUGames is only requesting a bid from a minimum number of researcher, Researcher is advised that if it is his/her intention not to bid on said specification, he/she will immediately indicate so by email, so that EdUGames may redirect the RFB.

9.3. EdUGames will issue a Notice to Proceed (NTP) via email to Researcher to provide the specified data referencing this open ended contract.

9.4. Researcher will provide the data via email.

9.5. If Researcher fails to provide said data within the time limit specified by the schedule, EdUGames may declare the contract null and void and refuse to accept any submittals at its option. EdUGames is only obligated to pay for material submitted within the deadlines stated in the NTP.

9.6. EdUGames will pay Researcher in US Dollars within 30 day of invoicing.  If Researcher requires the money in another currency, Researcher will pay any conversion fees.

10. Dispute Resolution

10.1. 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, 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