NOTE: This is a form agreement between an
individual library and a consultant or other business that will provide
a service to the library using CSLP materials. For purposes of this
agreement, we will call this outside provider a “Consultant.†CSLP
requires that a CSLP Member Library use and customize this form, or
another agreement that has been drafted specifically for its purposes
(but must include all of the requirements of Section 5 of the following
Agreement), when asking a Consultant to develop products or provide
services that use CSLP’s Manuals, Slogans or artwork. It is essential
that we protect CSLP’s intellectual property by entering into an
agreement, such as this one, which includes the appropriate protective
language.
The Rules of Use that apply to a Member’s use of CSLP Material (Manuals,
Slogans and artwork) also apply to its Consultants. See Section 5 for
more detail.
This is not an agreement between CSLP and a Consultant. The financial
obligation is that of the Member Library. CSLP’s offering of this form
agreement does not constitute legal advice.
Agreement between Library and Consultant For Products or Services using CSLP Material |
| Acknowledging the adequacy of the consideration exchanged, the parties agree: 1. Products/Services. Consultant hereby agrees to produce the
products or services (individually or collectively referred to as
“Products/Servicesâ€) consistent with the terms stated on Exhibit A.
2. Fees for Products/Services. Library agrees to pay Consultant
the amount stated on Exhibit A for the Products/Services performed under
this Agreement on agreed upon terms.
3. Term and Termination. The term of this Agreement shall be from
the Effective Date until the obligations are performed. This Agreement
may be terminated by either party upon ten (10) days’ written notice to
the other party in the event of a material breach of the Agreement,
unless the breaching party cures the breach within the ten day notice
period. If the breach is not cured during the ten day period, this
Agreement shall terminate upon the expiration of the ten day period and
no further payments shall be required by Library.
4. Independent Contractor Relationship. Consultant and Library
acknowledge and agree that Consultant and Library are independent
contractors and nothing in this Agreement is intended to or should be
construed to create a partnership, joint venture, or employment
relationship.
5. Ownership.
5.1 Library Ownership. The Products created under this
Agreement are work for hire, as defined by the Copyright Act.
Library is the owner of all work products created under this
Agreement or in anticipation of this Agreement, and all intellectual
property embodied therein. In the event that any Products created by
Consultant under, or in anticipation of, this Agreement is deemed
not to be a work for hire under the Copyright Act, Consultant hereby
assigns its interest in the Products to Library. Consultant further
agrees to execute and deliver any document necessary to effectuate
any assignment under this paragraph.
5.2 Delivery of Materials. Consultant agrees to deliver
promptly all of Library’s property, including any material delivered
to Consultant by Library and any Products produced under this
Agreement at any time upon Library’s request.
5.3 CSLP Manual, Slogans and Artwork. Library as a member of
Collaborative Summer Library Program (CSLP) is entitled to use the
CSLP Manuals, Slogans and artwork in its summer reading program and
to promote its summer reading program in accord with CSLP Rules of
Use. The Rules of Use, available on CSLP’s website, are incorporated
by reference in this Agreement. The Library may permit Consultant to
use the Manual, the CSLP Slogans or artwork as long as the
Consultant is providing Services or developing Products for the
Library in accord with the Rules of Use; however, Consultant
otherwise may not use all or any part of CSLP’s Manuals, the Slogans
or the artwork nor, upon delivery of the Products or Services, keep
a copy of any part of the Manual.
6. Confidential Information. The Consultant agrees that any
information received by Consultant during performance of this Agreement,
which concerns the affairs of Library or CSLP, will be treated by
Consultant in full confidence and will not be revealed to any other
persons, firms or organizations, unless specifically authorized by
Library. Provided, however, this Agreement imposes no obligation upon
Consultant with respect to any Confidential Information (a) that is or
becomes a matter of public knowledge through no fault of Consultant; (b)
is rightfully received by Consultant from a third party not owing a duty
of confidentiality; (c) is disclosed without a duty of confidentiality
to a third party by, or with the authorization of, Consultant; or, (d)
is independently derived by Consultant. Library agrees that its name and
the fact that Consultant has provided Services is not Confidential
Information. It is further understood that Consultant may disclose, on
the same terms that apply to Consultant, Library’s or CSLP’s
confidential information to Consultant’s subcontractors if such
subcontractors are servicing Consultant’s matters. This provision shall
survive expiration and termination of this Agreement.
7. Governing Law and Jurisdiction. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
[complete with appropriate State jurisdiction] and the parties consent
to the jurisdiction of the courts of [State].
8. Entire Agreement. This Agreement, including Exhibit A,
represents the entire understanding between the parties and it shall be
modified only in writing signed by both parties.
9. Assignment. This Agreement may not be assigned without the
written consent of Library.
Understood and agreed: |
