AHALOGY CONTENT CREATION AGREEMENT
This Content Creation Agreement (this “Agreement”) is made by and between the undersigned content creator (referred to as “You” or the “Creator”) and MLW Squared, Inc., a Delaware corporation, d/b/a Ahalogy (“Ahalogy”). This Agreement is effective as of the date You execute this Agreement (the “Effective Date”).
A. Ahalogy owns, operates and controls a website located at xxx.xxxxxxx.xxx (the “Website”) and provides certain services through such Website.
C. Ahalogy desires to engage You in accordance with the terms of this Agreement (the “Engagement”) to create professional-quality, custom brand-integrated content (the “Custom Content”) in order to promote a specific brand (the “Brand”).
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, Ahalogy and Creator agree as follows.
2. Process: After Your acceptance of this Agreement, unless otherwise set forth on Schedule I (the “Order Form”), Ahalogy will provide You, or cause the Brand to provide You, a certain product that is to be included in the Custom Content (the “Product”). After receipt of the Product, You will provide Ahalogy with a draft of the Custom Content on or before the Initial Delivery Date set forth on the Order Form. After such initial delivery, You agree to make any modifications or edits to the Custom Content that are requested by Ahalogy, according to the agreed upon timeline. Once Ahalogy has approved of the Custom Content, You will publish the Custom Content across all social platforms maintained by You that are listed on the Order Form (“Creator’s Platforms” or “Your Platforms”). You agree that You will not publish the Custom Content on Your Platforms until expressly instructed to do so by Ahalogy. You additionally agree that, unless otherwise directed by Ahalogy, You will maintain the Custom Content on Your Platforms for at least 12 months
(the “Publication Period”) after the initial publication date (the “Publication Date”). You agree to publish on time and follow the agreed upon schedule for post revisions. The Custom Content shall be posted on Your Platforms within 48 hours of approval by Ahalogy, unless otherwise indicated in any schedule or as communicated by the Ahalogy team.
3. Specifications. The Custom Content shall conform to the specifications set forth on the Order Form or otherwise instructed by Ahalogy in writing. You agree to adhere to the specifications and to complete revisions as requested by Ahalogy and the Brand prior to publishing, as described herein. You agree to communicate in a timely and professional manner with Ahalogy.
4. Fees and Payment. As compensation for the Engagement, Ahalogy will pay You that fee set forth on Schedule I (the “Engagement Fee”). The Engagement Fee will be paid to You within thirty (30) days of the Publication Date. If the Custom Content is never published on Your Platforms for any reason, including if the Brand or Ahalogy do not approve of the Custom Content, You will not be entitled to the Engagement Fee. You also agree to purchase the Product in-store, if requested by Ahalogy. Upon receiving documentation of purchase (i.e. a copy of your receipt), Ahalogy will include reimbursement within the Engagement Fee. If payment has been initiated, Ahalogy reserves the right to stop payment if you have not fulfilled portions of this Agreement and do not respond to attempts to make changes or fulfill the requirements contained in this Agreement.
5. Confidentiality. In connection with the Engagement, You will learn, have access to, or participate in the development of certain confidential information regarding both Ahalogy and the Brand, including, but not limited to, the terms of the Engagement and specifications set forth on the Order Form (the “Confidential Information”). The term “Confidential Information” does not include any information that is or becomes generally publically available (other than as a result of a violation of this Agreement by You). You agree not to disclose, use or make known, for Your benefit or the benefit of another, any Confidential Information or use any such Confidential Information in any way other than as necessary for performing the Engagement.
6. Ownership and License Rights: The Custom Content shall be considered “works made for hire” and Ahalogy is the “person for whom the work was prepared”. As between the parties, Ahalogy is the author and/or owner, as appropriate, of the Custom Content for purposes of patent, copyright or trademark law and is entitled to secure patent, copyright and trademark protection in Ahalogy’s name, if and as applicable, and You agree to cooperate with Ahalogy as reasonably necessary for Ahalogy to secure such patent, copyright and trademark protection. To the extent that the Custom Content and any intellectual property rights therein or related thereto are deemed or treated as not “works made for hire,” You hereby expressly and irrevocably assign to Ahalogy all of Your right, title and interest in and to the Custom Content and any and all intellectual property rights therein or related thereto. Ahalogy hereby grants You a limited, worldwide, non-transferable, non-sublicensable license to publish the Custom Content on Your Platforms, as directed by Ahalogy. You acknowledge and agree that Ahalogy may, among other things, sell the Custom Content to the Brand or grant the Brand the right to use the Custom Content without attribution for which the Creator has been retained. The Brand may also be granted the right to use the Custom Content in perpetuity for future advertising in any and all medium.
The Brand shall maintain ownership of all intellectual property owned by the Brand and neither You nor Ahalogy shall acquire any ownership rights whatsoever in brand trademarks, name, logos, or other intellectual property by virtue of this Agreement. Creator agrees that all uses of Brand trademarks, name, logos, and other intellectual property will be approved by the Brand in writing prior to their use and such use shall be limited to the specific use approved in writing by the Brand.
8. Competitive Partnerships. You agree that, prior to the Effective Date, You have disclosed to Ahalogy any agreements or partnerships (i) between You and any person, corporation, business or other entity that is competitive with the Brand, or (ii) that You are a party to or bound by that could reasonably be considered competitive to, or damaging to the business or reputation of, the Brand (a “Competitive Partnership”). If a Competitive Partnership arises at any time during the Publication Period, You will immediately notify Ahalogy and, if requested by Ahalogy, will remove the Custom Content from Your Platforms. From the Effective Date through the Publication Date and for a period of thirty (30) days after the Publication Date, you agree to not render any services of any kind for any products competitive to the Products or any products listed in the exclusivity category, if any, specified in the brief or specifications.
9. Analytics. For at least 3 months following Publication Date, You will provide Ahalogy with access to the applicable website analytics or provide a performance summary at the end of each month using a template provided by Ahalogy. Unless otherwise directed by Ahalogy, You agree that You shall report Your post and share URLs to Ahalogy and provide access to page level data by giving Google Analytics access to email@example.com. Your work is not considered complete until Your performance data has been delivered to Ahalogy or the Brand, as specified by Ahalogy.
10. Disclosure Requirements. The Brand believes in full transparency and in full, fair and effective disclosures of material facts relating to Your relationship with the Brand. You agree to adhere to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (xxxx://xxx.xxx/xx/0000/00/000000xxxxxxxxxxxxxxxxxxxxxxxx.xxx) (“FTC Endorsement Guides”). You agree to comply with the FTC Endorsement Guides and not to speak about or refer to the Brand, directly or indirectly, without disclosing that the Brand paid You for Your services, including, but not limited to when blogging or speaking about the Brand. Ahalogy has the sole discretion to approve of the form of any such disclosure, but in all cases it shall appear clearly and conspicuously and in close proximity to any statements You make about the Brand or its products or services. Ahalogy also recommends You add the nofollow attribute to instruct search engines that the hyperlink should not influence the ranking of the link’s target in the search engine’s index.
13. Assignment. You agree that this Agreement is personal to You and that You will not assign or otherwise transfer this Agreement or the rights or obligations described herein. Any purported assignment or transfer in violation of this section is void. Ahalogy may freely assign or otherwise transfer all or any portion of this Agreement without Your consent. This Agreement is binding upon and inures to the benefits of the parties hereto and their respective permitted successors and assigns.