Services Agreement for Becoming an Author
This services agreement (the “Agreement“) is made on [day] the [date] day of [month] 2022 by and between:
- The company under the trade name “WIKIFARMER SINGLE MEMBER PRIVATE COMPANY“, which is duly organized and operates under the laws of Greece, with registered offices at 31 Konstantinos Kottas street, Athens, 11525, Greece, with GEMI number 154623401000, and with Tax Registration Number 801334509, duly represented for the execution of the present by Mr. Petros Sagkos, in his capacity as [sole] administrator (the “Company“); and
- [●] son/daughter of [●], an individual residing at [●] street, [●], with TIN [●], holder of the passport issued by [●] under number [●], of [●] nationality (the “Author“).
The Company and the Author shall hereinafter be collectively referred to as the “Parties” and each of them separately as “Party“.
- The Company owns and operates the internet platform wikifarmer.com, which inter alia includes a section of articles with agricultural practices and guidelines freely accessible to any user/visitor of the platform;
- The Author is specialized in the field of [please insert description of the field where the author is specialized]; and
- The Company wishes to engage the Author for the provision of services with respect to writing an original article, the subject of which will relate to [please describe the subject of the article] and which will thereafter be published in the platform.
NOW THEREFORE, in consideration of the above, the Parties agree the following:
“Confidential Information” shall mean all information (including all oral and visual information, and all information recorded in writing or electronically, or in any other medium or by any other method) disclosed to, or obtained by the Author from the Company or a third party acting on the Company’s behalf, whether marked as “confidential” or not and without prejudice to the generality of the foregoing definition shall include but not be limited to any information relating to the Company’s operations, processes, plans, intentions, product information, know-how, design, trade secrets, software, market opportunities, customers and business affairs;
“Intellectual Property Rights” means all intellectual property rights, whether registered or not, including but not limited to all copyrights (including neighbouring rights, and the right to reproduce, translate, publish of any Work into any language) and all rights to enforce and seek remedies (including damages) in respect of the same, and any rights of the same and/or similar effect and/or nature as any of the foregoing anywhere in the world;
“Social Media” means any websites, social networks, software applications, services and databases that use the Internet and/or other communications networks to enable users to create, share or exchange content or information, to participate in social or business networking or commentating, or to store customer contact information or data (including in particular LinkedIn, Twitter, Facebook, Instagram and Pinterest);
“Social Media Accounts” means any accounts, pages, handles, feeds and tags in relation to Social Media which are owned/registered and used by the Author;
“Work” means any work of authorship created and/or to be created by the Author for the Company within the framework of the provision of [his/her] services.
- SCOPE OF SERVICES /OBLIGATIONS OF THE AUTHOR
- The Company assigns to the Author and the Author hereby undertakes to provide services to the Company, relating to the creation and delivery of the Work to the Company, the subject of which will relate to the [scientific/agricultural] field of [please insert the subject of the articles to the extent this is known in advance].
- The Work will have the following characteristics and shall fulfil the following requirements:
- The Work shall be delivered in English language;
- A specified format of [font type and size, line breaks etc.];
- A minimum number of [●] words and maximum number of [●] words;
- Pictures, drawings and/or other images relevant to the topic/subject of the Work and/or of the purpose of the Agreement if and to the extent required and provided that the Author owns and has the right to further assign and transfer and/or has legally been granted a license to use with the right to sub-license and can therefore legally use, assign and transfer and/or license/sub-license for the purposes and in relation to this Agreement the Intellectual Property Rights thereof; and
- The Work shall not contain anything that is defamatory or indecent.
- The Work shall be delivered within [●] [weeks/days] following the date of this Agreement. The Company is entitled to send its comments and feedback on the Work received and the Author shall address and incorporate any such comments or feedback within fifteen (15) business days, in order to finalize the Work which will be subject to the final consent and approval of the Company. The Author acknowledges and agrees that the Company may submit at least three (3) such requests prior to its final decision for the approval for the Work, but in any case the Company shall not be obliged to publish the Work, unless it approves it and shall be entitled, at its discretion, to cease its publication. The Company may also effect minor fine tuning changes on the Work (ex. formatting, spelling etc.) to the extent such changes do not alter its substance.
- The Author undertakes towards the Company to:
- publish the Work in the Author’s Social Media Accounts at least [please insert number of times that the Author will upload relevant story/post] times by also referencing and explicitly mentioning the Company and its social media account by using the following #[please insert the hashtag used by the Company] and @[please insert the Company’s social media account that will be used by the Author]. The aforementioned obligation shall be fulfilled in the form of uploading posts and stories as well as by reposting Company’s posts and stories;
- avoid publishing the Work elsewhere without the prior written consent of the Company;
- notify the latter in case the Work needs to be updated because its content has become obsolete or for any other reason whatsoever. In this case the Author also undertakes to deliver to the Company in a timely manner the updated content, while any changes/amendments will also be subject to the Company’s consent and approval, as per clause 2.3. above; and
- perform the services in a timely, diligent and efficient manner.
- In exchange for the services provided under the present Agreement by the Author and the assignment of the intellectual property rights of the Work to the Company, the Author acknowledges and accepts that [he/she] shall not receive any monetary consideration by the Company, but rather shall be satisfied by the publicity that [he/she] shall receive by the publication of the Work in the Company’s platform, which is freely accessible by all users and visitors of the website and is widely known to the public.
- REPRESENTATIONS AND WARRANTIES
The Author represents and warrants towards the Company that:
- the Work will be the Author’s original work and that the Author has not and/or will not have copied wholly, partially and/or substantially any other work and/or material and/or any other source and the Author will not commit any plagiarism for the creation of the Work;
- the Work will not infringe and/or violate in any way any Intellectual Property Rights of any third party;
- the Author is/shall be the sole creator and legal and beneficial owner of the Work which has not been created/shall not be created in the course of employment and/or any other business relationship with any third party and no other person was/is involved/shall be involved in the creation of the Work;
- the Author has the necessary and required scientific knowledge and expertise to create the Work;
- the Work will have sufficient scientific support and rely on scientific proof, research findings and reliable references and citations;
- the Author has not assigned and shall not assign and/or transfer and has not licensed/shall not license any of the rights assigned by this Agreement and the Work has not been published before and shall not be published elsewhere in the future, unless permitted in writing by the Company;
- no infringement and/or likely infringement of, any of the Intellectual Property Rights and any rights assigned by this Agreement has taken place; and
- the exploitation of the rights assigned by this Agreementdoes not and will not infringe any rights of any third party.
- Intellectual Property Rights
- The Author agrees and acknowledges that the Work created by the Author regarding and/or in relation to this Agreement is protectable under copyright and/or other intellectual property laws (including industrial property) and that the Workshall be owned by the Company.
- To the extent that the intellectual property rights on the Work do not automatically transfer and assign by virtue of this Agreement with the Company, the Author hereby irrevocably and unconditionally transfers and assigns to the Company with effect from the date of creation of the Work(s) and without any consideration, compensation and/or remuneration (other than the one provided for in this Agreement), all and any right, title and interest in the Work(s) and/or in any other future Work related to this Agreement and in all goodwill associated with any Work existing or future as per the above, and all related rights and powers arising or accrued.
The above rights and powers include in any case but are not limited to the right to, translate in any language, publish, reproduce, refer to, in any other way exploit, promote, use and/or not use and/or cease any use (indicatively cease downloading and/or making the Work available to the readers, etc.), in any form and in any means and/or media, in whole and/or in part, anywhere in the world, at any time and without any limitation in time or other, without the Author´s written or other consent and/or permission and at the Company’s full and complete discretion the Work and/or any other future Work(s) and/or translations and/or excerpts thereof.
Such transfer and assignment also includes, inter alia, the right of the Company to further assign and transfer any rights, to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned and transferred rights, whether occurring before, on, or after the date of this Agreement, throughout the world and for the maximum duration of protection of each of such rights.
To the extent that such transfer and assignment is not permitted by law, the Author hereby grants to the Company an exclusive, transferable, royalty-free, fully paid-up, sub-licensable, worldwide and irrevocable licence to the Work and/or in any other future Work related to this Agreement and in all goodwill associated with any Work, for any and all purposes.
5.3 The Company shall always recognize that the Author is the creator of the Work created by the Author under this Agreement. With the exception of the recognition right above on the paternity of the Work, to the maximum extent permitted for by any applicable legal provisions, the Author unconditionally and irrevocably waives the enforcement of any and all moral rights and all claims and causes of action of any kind against the Company and/or any of its subsidiaries (if any) and/ or any of their respective licensees, successors and/or assigns with respect to such rights. Specifically in relation to any moral rights and in relation with and in application of article 16 of Greek Law 2121/1993 on the Protection of Intellectual Property as amended and in force and/or of any other equivalent legal provision of another jurisdiction, Author hereby expressly and irrevocably consents to any actions and/or omissions of the Company and/or of its subsidiaries and/or their successors, trustees, designated and/or connected persons and/or companies and/or their licensees that would otherwise constitute an infringement of the Author’s moral rights. Furthermore, the Author shall ensure that any moral rights shall not be exercised against the Company and/or its subsidiaries and/or their successors, trustees, designated and/or connected persons and/or companies and/or their licensees in a way that contradicts the principles of good faith and good commercial practices. The above are binding upon the Author.
The Author shall use all reasonable endeavors and execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement, including to procure the assignment of the Intellectual Property Rights of any Work created or to be created, if necessary, as well as assisting the Company in obtaining, defending and enforcing the intellectual property rights, and assist the Company with any other proceedings which may be brought by or against the Company against or by any third party relating to the rights assigned by this Agreement.
- LIABILITY – indemnity
The Author shall be held liable towards the Company for any breach of the terms of this Agreement and shall keep the Company indemnified against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any breach by the Author of the terms of this Agreement, as well as for the enforcement of this Agreement.
This Agreement may be terminated in the following circumstances:
- by mutual written agreement of the Parties; and
- by the Company in case the Author is in breach of [his/her] obligations and there is no remedy of such breach within three (3) business days as of written notification by the Company, indicatively including any breach by the Author of the obligations under Clause 2.3 of the present.
- This Agreement is confidential and the Author may not disclose any information relevant to or derived under the Agreement without the written consent of the Company, except as may be required to ensure performance of [his/her] obligations under this Agreement or as required by laws and regulations applicable, in which case the Author shall inform the Company prior to any such disclosure.
- The Author shall not disclose or use for [his/her] benefit any Confidential Information of the Company which is disclosed to or obtained by [him/her] pursuant to or as a result of this Agreement or any order and will not allow access to the same to [his/her] own staff, unless absolutely necessary.
- The Author will not be obligated to maintain in confidence or precluded from using information which is required to be disclosed pursuant to the requirement, order or directive of a government agency or by operation of law subject to prior consultation with Company’s legal counsel.
- The obligations under this clause 9 will survive any termination of the Agreement.
- All notices and correspondence relating to this Agreement shall be sent by either Party to the other to the following addresses, or any other appropriate address provided prior written notice is given to the other Party:
|To the Company:|
WIKIFARMER SINGLE MEMBER PRIVATE COMPANY
32 Konstantinos Kottas street,
Athens, 11525, Greece
Att: Mr. Petros Sagkos
To the Author:
- The services to be performed by the Author under this Agreement will be performed by [him/her] as an independent contractor and nothing in this Agreement shall in any way be construed to constitute an employment agreement or an employment relationship between the Parties.
- The duties, obligations, rights and remedies under this Agreement are in addition to and not in limitation of those otherwise imposed or available by law.
- This Agreementconstitutes the entire Agreement between the Parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- No amendment to the Agreement will be binding unless it is in writing and signed by both Parties to the Agreement.
- No waiver by either Party of any breach of any provision of this Agreement will constitute a waiver of any other breach of that or any other provision of this Agreement.
- In the event that any of the provisions of this Agreement are held to be unenforceable the remaining provisions of this Agreement will remain in full force and effect.
- The Author may not assign any rights or obligations under this Agreement without the prior written approval of the Company. The Company shall be entitled to assign its rights under this Agreement to any third party without the consent of the Author.
- Governing law
This Agreement and any dispute or claim, either in contract or in tort, arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Greece.
Each Party irrevocably agrees that the courts of Athens, Greece shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
IN WITNESS whereof the Parties have executed this Agreement the day and year first above written in two original copies and each Party received one.
|FOR THE COMPANY||FOR THE AUTHOR|
|Name: _____________________________||Name: _____________________________|