CONTENT DEVELOPMENT AGREEMENT

This CONTENT DEVELOPMENT AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT THE DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and

[INSERT NAME OF THE CONTENT DEVELOPER], having registered office at [INSERT ADDRESS OF THE CONTENT DEVELOPER] (hereinafter referred as the “Content Developer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Content Developer and the Client shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Client has agreed to engage the Content Developer to design and develop Content for the Client. .
2. The Client has conceptualized the deliverables (the “services”) – which are described in further detail in Exhibit A – and the Content Developer is a contractor with whom the Client has come to an Agreement to develop the Content.
3. The Content Developer has the necessary know-how, skill and expertise to ascertain the Client’s particular requirements and to develop the Work for the Client upon the terms and subject to the conditions of this Agreement.
4. Both the parties wish to evidence their contract in writing.
5. The parties are duly authorized and have the capacity to enter into this contract.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Intellectual Property” means all Intellectual Property other than the technology owned by the Content Developer prior to the date of signing of this Agreement or licensed to the Content Developer by a third party and used in the development of the Product.
   2. “Work”/”Product” shall mean Content developed by the Content Developer as per the specifications provided by the Client.
   3. “Business Day” shall mean any day which is not a Saturday, Sunday or public holiday in [INSERT COUNTRY OF BUSINESS].
   4. “Confidential Information” shall mean information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in this agreement.
2. SCOPE OF WORK
   1. The Content developer agrees to provide the services to the Client in accordance with the specification and requirements mentioned in Exhibit A, attached and form an integral part of the agreement.
   2. Any additional service shall require a prior written mutual Agreement. The Client may ask the Content Developer to remove or withdraw the Content before expiration of the term with a prior written notice.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF THE CONTENT DEVELOPER
   1. The Content Developer shall be responsible for creating original and high-quality written, visual, or multimedia content as outlined in the Scope of Work.
   2. The Content Developer shall follow any guidelines, specifications, or branding requirements provided by the Client to maintain consistency and alignment with the client's brand.
   3. The Content Developer shall ensure that all content created is original and does not infringe upon any copyright, trademark, or intellectual property rights of third parties and shall ensure that all content produced meets industry standards, is error-free, and aligns with the agreed-upon quality benchmarks.
   4. The Content Developer shall adhere to the project timeline and deliver content within the specified deadlines or milestones.
   5. The Content Developer shall maintain open and timely communication with the Client regarding the progress of the project, any challenges, and potential delays.
   6. The Content Developer shall treat all project-related information and materials as confidential and shall not disclose any sensitive details to third parties.
5. OBLIGATIONS OF THE CLIENT
   1. Client shall provide all the necessary content, logos and materials of the company required for the development of the Content.
   2. Client agrees to provide all assistance and cooperation to the Content Developer in order to complete timely and efficiently the Work;
   3. The Client shall make timely payment to the Content Developer for the services rendered by it to the Client;
   4. The Client shall not provide misleading information about the Content Developer or any of its employees;
   5. The Client shall follow the terms of the Agreement in good faith.
6. PAYMENT
   1. In consideration for the Service, the Client shall pay the Content Developer a maximum total fee for all work under this Content Development Agreement of [INSERT THE FEES FOR DEVELOPMENT]. Fees billed shall be due and payable upon the Content Developer providing the Client with an invoice.
   2. The client agrees to pay the amount mentioned in the invoice within 5 business days. The payment shall be made via [INSERT MODE OF PAYMENT].
   3. The Content Developer requires the customer to sign-off at each phase of the development and the sign-off duration (time taken to review and sign-off) by the customer is not accounted for in the development timeline mentioned by the Content Developer.
7. DELIVERY
   1. The Content shall function in accordance with the Specifications on or before the Delivery Date.
   2. If the Content as delivered does not conform to the Specifications, the Client shall within [INSERT NUMBER OF DAYS] days of the Delivery Date notify the Content Developer in writing of the ways on which it does not conform with the Specifications. The Content Developer agrees to investigate and if any lapses are found and shall make reasonable efforts to correct any non-conformity.
   3. If the client does not provide evidence that the delivered Content is not within the specifications described in Exhibit A within [INSERT NUMBER OF DAYS], it is understood that the delivery is as per the specification and no further confirmation is required.
8. TIME IS OF ESSECNCE
   1. The Parties acknowledge that the timely performance of all obligations under this Agreement is of critical importance. Time is of the essence, and any failure by either party to fulfil its obligations within the required timeframes shall constitute a material default under this Agreement. In the event of a breach by either party, the non-breaching party shall have the right, at its sole discretion, to declare this Agreement null and void, in which case all rights and obligations of the defaulting party shall immediately terminate.
   2. If the non-breaching party elects not to terminate the Agreement, it shall have the right to demand specific performance, requiring the breaching party to fulfil its obligations as outlined herein. Additionally, the non-breaching party retains the right to pursue any and all other legal and equitable remedies available under applicable law, including but not limited to seeking damages for losses incurred as a result of the breach. The non-breaching party shall also be entitled to recover from the breaching party all costs, expenses, and reasonable attorneys' fees incurred in enforcing the terms of this Agreement or pursuing any remedy arising from such breach.
   3. This clause shall not be construed as limiting any other rights or remedies available to either party under this Agreement, at law, or in equity.
9. REPRESENTATION AND WARRANTIES
   1. Each Party represents and warrants that:
      1. It has full power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement have been duly authorized, and this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
      2. The execution and performance of this Agreement by either Party do not and will not conflict with or result in any breach of the terms, conditions, or provisions of, or constitute a default under, any agreement or instrument to which it is a party or by which it is bound.
   2. The Content Developer represents and warrants that:
      1. All content delivered under this Agreement is original, created by the Content Developer, or properly licensed and does not infringe upon the intellectual property rights of any third party;
      2. All necessary rights, licenses, consents, and permissions have been obtained for the use of any third-party materials incorporated into the content.
      3. The Content developer warrants that all the techniques and strategies used during the creation of the Content shall be in compliance with applicable law, regulations, and industry best practices.
      4. The Content Developer further represents that the deliverables shall not contain any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs.
      5. The Content Developer represents that any subcontractors or third parties engaged in delivering services under this Agreement shall also comply with the representations and warranties contained herein.
10. CONFIDENTIALITY
    1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
    2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    4. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
11. OWNERSHIP AND INTELLECTUAL PROPERTY
    1. The Content Developer agrees that upon completion and full payment, all Intellectual Property rights, title, and interest in the content created under this Agreement shall be transferred to the Client. The Client shall have the exclusive right to use, modify, distribute, and sublicense the content as it sees fit.
    2. The Content developer covenants that it will not claim any right, title or interest whether at law or in equity in any Copyright or any Intellectual Property of the Client’ business and that the Client shall be the sole, exclusive and absolute owner of all.
12. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
13. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defense with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defense at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
14. LIMITATION OF LIABILITY
    1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Content developer by client.
15. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
16. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Content Developer and Client
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
17. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
18. NON DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
19. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF CLIENT]
       2. If to the Content developer: [INSERT EMAIL ID OR/AND ADDRESS OF CONTENT DEVELOPER ]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
20. INDEPENDENT CONTRACTOR
    1. The Content developer acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the Client. The Client will provide with the details of the Services it wants from the Content developer to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Content developer and which it owes to the Content developer in regard to the services rendered by it to the Client.
21. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE FOR ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
22. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
23. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF CLIENT]

Signed, sealed and delivered on behalf of Content developer

Name: [INSERT NAME OF CONTENT DEVELOPER/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF CONTENT DEVELOPER]

EXHIBIT A

(DESCRIPTION OF SERVICES)

[INSERT DESCRIPTION OF THE SERVICES]