This is our final version of the agreement for site-writers. We hope that you are not too put out by the comprehensive text. We would ask that prospective site-writers confirm their acceptance when they e-mail their Word files, together with an mailing address. We will arrange for copies signed by us to be sent to the site writer for signature and return.
If you have any questions on the agreement, please ring us and ask.
Site-Writer's Agreement
This agreement covers all activities connected with the writing of site by the site-writers ('site writers') for everythingexplained.com Limited ('ee').
The undersigned hereby agree that they will work together to promote and sustain the website everythingexplained.com (the 'main site') and all its subsidiary sites ('sites'), together the 'ee sites'. top
The intention is that the company will offer shares to the public at some point. Immediately prior to the public offering, it is agreed that 40% of the total shares then in issue, will be allocated free of charge to a pool representing the site writers (the 'pool'). The undersigned will be included within the pool for their share of sites written and hits obtained. The pool will be split between site writers in proportion to the number of hits since inception over all sites produced by any site writer (numerator), divided by the total number of hits over the whole ee group of sites (including the main site) since inception produced by all site writers (denominator). For this purpose, one site consists of the specific home page of that site plus its subsidiary pages.
The site writers hereby agree, as part of their individual agreement with ee, that on the public offering the pool shares will be diluted to the same extent as the non-pool shares. So a doubling of share numbers will mean that each shareholder has sold half of his/her shares to the public in exchange for cash at the net offer price.top
It is the intention of the present majority shareholders in ee to place 9% of the total number of share in issue immediately prior to the public offering, from their own 60% shareholding (leaving them 51% of ee), in trust so that the dividend income from those shares may be distributed to charities or charitable causes in such way as the present majority shareholders deem appropriate.
Site writers hereby agree that the copyright and all other intellectual property rights subsisting in or available from the sites and each and every piece of information provided through the sites is owned by ee, although due credit to each site-writer will be given on their own site home page, if requested.
In exchange for the provision of the information necessary for the sites, the site writers will receive 50% of the gross revenues from the advertisers that they introduce and that advertise on their specific sites plus 33% of the gross revenues from the advertisers that ee introduces to advertise on their specific sites. These percentage shares of net revenues will halve on ee going public. 50% of the excess of site revenues over apportioned expenses will be paid to the appropriate site writers within 30 days of the end of the relevant period. Periods will be quarter ending 31 December, 31 March, 30 June and 30 September.top
For the purpose of counting the hit numbers, counters will be set up for each page of each site and will be summed to arrive at the total hit count for each site. In the case of obvious cheating in the manipulation of hits numbers, ee may reduce the number of hits on those manipulated counters for weighting the revenue split, but will in any case publish on one of the web sites the total number of hits to date, and also the number for the last quarter, for each site together with a note where any adjustment has been made to a site's hit numbers due to manipulation. Such reduced site hit number will be the number included towards the total of site hits. The undersigned agree that they will not, and they will not encourage anyone else to, enter into such manipulation.top
The site writers will make information available to ee for use on a site, but ee will not necessarily use that information or publish that site. The site writers hereby agree not to post (or transmit to ee) or attempt to have posted on any ee sites (i) any information which is objectionable including, without limit, information which is defamatory, obscene, threatening, untrue or in breach of, where appropriate, any applicable laws, rules, regulations or market conventions (including, without limit, financial services regulations), (ii) any information which is in breach of any person's rights (including without limit, copyright and confidentiality) or (iii) any information which (in ee's opinion) constitutes advertising, other than bona-fide advertising as agreed with ee beforehand. ee reserves the right to remove any such information from the site before posting on the web without warning and to inform and give assistance to the relevant bodies in respect of any transgressions. By providing information to ee, you hereby grant ee a worldwide non-exclusive licence to use copy, distribute, publish and transmit such information in any manner ee wishes (including, without limit, archiving and making available such information as part of the sites).top
Site writers guarantee in signing this agreement that all information contained within their sites will be original and not copied or plagiarized contrary to copyright law.
Although we will check all incoming data for viruses etc we expect site-writers to take every precaution to ensure that their data is free from harmful computer programmes (any information or software which contains a virus, cancelbot, Trojan horse, worm or is otherwise harmful).
This agreement will continue unless terminated in accordance with the following provisions. You may terminate this agreement by giving ee not less than 30 days notice and ee may do the same provided it signs an irrevocable notice that it no longer intends to continue in business on the internet running the ee sites and will not apply for public listing of its shares within 5 years. If you are in breach of any of the terms of this agreement or you do or fail to do any act which jeopardises the continuance of the ee sites then ee may terminate this agreement immediately and without notice or compensation. ee will then be under no further obligation to you.top
Site writers are expected to answer a reasonable number of questions posed each month. Direct responses are not required and answers will be posted on the site.
These terms and conditions are the whole agreement between you and ee. You acknowledge that you have not entered into this agreement in reliance upon any warranty or representation made by ee.
Any notice from ee to you may be delivered by e-mail or posted to you at your last known address. Evidence of posting (either electronically or otherwise) shall be taken as evidence of delivery. This agreement shall be governed by English Law. All disputes arising from or in connection with this agreement shall be subject to the non-exclusive jurisdiction of the English Courts. If any term of this agreement is held to be illegal or unenforceable the validity and enforceability of the remainder shall continue in full force and effect. The provision in question shall be replaced by a valid and enforceable term which corresponds, so far as possible, with the original. Failure by either party to exercise any right or remedy under this agreement does not constitute a waiver of that right or remedy. All disclaimers, indemnities and exclusions in this agreement shall survive termination of this agreement. Neither you nor ee shall be held liable for any loss or failure to perform any obligation hereunder due to causes beyond your or their respective reasonable control.top
Agreed by the undersigned:
________________________Date ______________________
For: everythingexplained.com Limited
________________________Date ______________________
For: (Print Name), a Site Writer
Copyright 2000 everythingexplained.com for everythingexplained.com
While every care has been taken to ensure accuracy of the content of this site, no responsibility can be taken for any errors or omissions. Viewers are advised to check information published here, and to take legal advice, where appropriate, before following advice here because different countries have different ways of doing things. We hope to make our advice more specific to different countries over time.top
