NOTE

This draft indicates how an agreement to include protected third-party content into a work
may be structured if the agreement is between the author-owner of the protected third-party
content intended to be included in a possibly larger foundational work as one party and the
person who holds the intellectual property rights which subsist in that larger foundational
work as the other party.

Thus, for example, it could be edited to be used as an agreement to commission and acquire
lyrics to integrate with music or the other way around or perhaps to acquire illustrations to
add to text or, once again, the other way around. It is skewed in favour of the person
acquiring content and implicitly assumes that the person contributing content is a human
being.

The draft has been shared only for the purpose of academic discussion, and should not be
used  by anyone for any other purpose. It has been made available on an as-is basis, and
may not be free of errors. It does not constitute legal or professional advice of any kind, and
access to it/use of it in any manner by any person does not create a client-attorney
relationship between such person and its author, Nandita Saikia.

This document, or any part of it, may be distributed without obtaining prior consent from the
author providedthat this note is not edited out of the document, and, if the entire document
is not distributed, provided that  this note accompanies whichever part of the document is
distributed.

CONTENT INTEGRATION AGREEMENT

This 'Agreement' has been entered into by and between:

[A], hereinafter referred to as the 'Content Acquirer'

and
[B], hereinafter referred to as the 'Contributor'

Please include identifying information of [A] and [B] using:

for a company: _________, a company incorporated under the provisions of the Indian
Companies Act, 1956, and having its registered office at _________ through its Director
_________, which expression shall, unless it be repugnant to the context or meaning thereof,
be deemed to include its successors, administrators and assignees, as the applicable case may be

for a human being: Mr / Ms / (Otr.; Please specify.) _________, born on dd/mm/yyyy,

son/daughter of ____, residing at _________ which expression shall, unless it be repugnant to
the context or meaning thereof, be deemed to include their successors, heirs, administrators and
permitted assignees, as the applicable case may be
Whereas:

1. The Content Acquirer is ______.

2. The Contributor is _______.
3. The Content Acquirer and the Contributor are entering into this Agreement to set out the
terms under which content by the Contributor i.e. the 'Contribution' may be integrated
into the 'Foundational Work' owned by the Content Acquirer.

The Parties hereby agree to the following:

1. DEFINITIONS

The following terms shall be construed according to the definitions below unless
repugnant to the context in which they find themselves in this Agreement; this Clause
does not contain a complete list of definitions, and some terms are defined in the body of
this Agreement as well as in the recitals and in the introduction to this Agreement with
quotation marks being used to indicate that the definitions are being laid out:

1.1. 'Foundational Work' means [provide details of the work into which the
Contribution is to be integrated]

1.2. 'Contribution' means any content including any [provide details eg sketch,
illustration, etc.] created in relation to the Foundational Work, and which is
necessary for completion of the Foundational Work including [provide details
of what the Foundational Work may require], whether or not ultimately used
in the Foundational Work, but does not include any [provide details of any
content that is specifically not to be considered part of the Contribution eg
possibly text if the Contribution is intended to be only an illustration].
'Completed Contribution' means the Contribution which has been approved
by the Content Acquirer.

1.3. 'Rights' includes the following rights during the entire duration of their
subsistence and throughout the world:
a) all intellectual property rights such as copyright (expressly including
and any and all renewals, revivals, revisions and extensions rights
thereof), and any other rights whether recognised by law or business
practice or otherwise, whether vested, contingent or future, and
whether or not currently recognised, and
b) copyright including, without any limitation: rights in all languages, and
all rights of reproduction, distribution, broadcasting, public
performance, and exploitation rights in any and all manner, media and
formats, now known or hereafter existing, and
c) the unfettered and irrevocable right to exploit any or all of the rights in
subclauses (a) and (b) of this clause through any and all media, now
known or hereafter devised, throughout the world, in perpetuity, in all
configurations.

1.4. 'Contribution Rights' mean all Rights which subsist in or arise in relation to
the Contribution.
 1.5. 'Foundational Work Rights' mean all Rights which subsist in or arise in
relation to the Foundational Work.

1.6. The Content Acquirer and the Contributor are individually referred to as a
'Party' in this Agreement, and as the 'Parties' when they are referred to
together.

2. ENGAGEMENT

2.1. The Content Acquirer has hereby commissioned the Contributor, and the
Contributor hereby accepts the commission to complete the Contribution
under the following terms and conditions:

a) [Insert details about how the Contribution is to be created, eg the

provision of a style guide, the approval process, the schedule, etc., in as
many sub-clauses as required]
b) Any other additional work will be subject to a separate agreement. This
Agreement constitutes the entire agreement between the Parties in
relation to its subject and supersedes all other prior and
contemporaneous agreements and arrangements between the Parties in
relation to its subject.

3. REIMBURSEMENT OF EXPENSES

3.1. The Contributor will be eligible to be reimbursed for expenses incurred for the
purpose of completing the Contribution provided that the Contributor obtains
approval in writing from the Content Acquirer for the expenses prior to the
expenses actually having been incurred.

3.2. The Content Acquirer shall reimburse the Contributor for all approved
expenses at actuals upon the production or original bills/receipts/invoices for
the same although, in recognition of the fact that it may be difficult to obtain a
receipt for certain expenses such as intra-city transport expenses, the parties
may agree in writing, at the time when expenses are approved or, in any case,
before they are incurred, that specific expenses up to an agreed amount will be
reimbursed without the production of original receipts.

4. GRANT OF RIGHTS

4.1. The Contributor expressly acknowledges and agrees that the Contribution has
been commissioned by the Content Acquirer.

4.2. The Contributor expressly acknowledges and agrees that all Contribution
Rights belong exclusively to the Content Acquirer for the entire duration of
their subsistence throughout the world.

4.3. If any Contribution Right does not exclusively vest in the Content Acquirer by
virtue of Clause 4.2 and/or by virtue of the Content Acquirer having
commissioned the Contribution, the Contributor hereby assigns to the
 Content Acquirer any and all such Contribution Right(s) which may accrue to
the Contributor (as the author of the Contribution or in any other manner) for
the entire duration of their subsistence throughout the world. Section 19(4) of
the 1957 Indian Copyright Act shall not apply to any assignment under this
Clause.

4.4. If any Contribution Right does not exclusively vest in the Content Acquirer by
virtue of Clause 4.2 and/or by virtue of the Content Acquirer having
commissioned the Contribution and/or by virtue of Clause 4.3, the
Contributor hereby exclusively licences to the Content Acquirer any and all
such Contribution Right(s) which may accrue to the Contributor (as the
author of the Contribution or in any other manner) for the entire duration of
their subsistence throughout the world. Section 19(4) of the 1957 Indian
Copyright Act shall not apply to any licence under this Clause.

4.5. The Contributor acknowledges and agrees that the Content Acquirer is and
shall, except in the cases which fall within the scope of Clause 4.4, be the
exclusive owner of the Contribution Rights in their entirety for all purposes
for the entire duration of their subsistence throughout the world. The
Contributor agrees and acknowledges that the Content Acquirer, and any
person who acquire rights in the Contribution and/or the Foundational Work
or any part of either through the Content Acquirer, may deal with both the
Contribution and the Foundational Work, or any part of either of them,
without reference to the Contributor and in any manner whatsoever.

5. CONSIDERATION

5.1. Subject to and in consideration of the full, complete and timely performance
and observance by the Contributor of all of his obligations under this
Agreement as well as such other obligations as communicated by the Content
Acquirer from time to time, and in consideration of any/all grants of rights
under Clause 4 (if any), the Contributor shall be paid a one-time
'Consideration' according to the following schedule:
a) [Please insert a payment schedule e.g. specific percentages of the total
consideration upon signing this Agreement, upon approval of the
Contribution, and upon delivery of the final Contribution]

5.2. Should the Contributor be entitled to any statutory, non-waivable continuing

royalties in terms of Sections 18 and 19 of the 1957 Indian Copyright Act, the
Contributor agrees that such royalties shall not be payable by the Content
Acquirer unless the Content Acquirer publishes the Foundational Work with
the Contribution included in it or the Contribution separately, or any part of
their the Foundational Work or the Contribution, and that such royalties shall
not be considered to be a part of the Consideration.

5.3. It is expressly agreed that the Consideration is a one-time lump sum of Rs.
____ which sum includes all applicable taxes and is payable by the Content
Acquirer to the Contributor. The Content Acquirer shall not be responsible for
the payment of any taxes payable by the Contributor.
 5.4. The Contributor shall not be entitled to the entire Consideration in certain
circumstances such as if the Contribution is not completed. In those
circumstances, the Contributor will be entitled to the 'Payable Consideration'.
The Payable Consideration shall, subject to Clause 5.6, be determined by the
Content Acquirer as follows: the Contributor shall be entitled to monies due
to him for the completed Contribution (or part thereof), as determined by the
Content Acquirer on a pro-rata basis.

5.5. Upon payment of the Payable Consideration to the Contributor, the

Contributor shall not be entitled to any further payment from the Content
Acquirer in any event, in relation to the Contribution and/or the
Foundational Work, and the payment of the Payable Consideration shall be
deemed to be payment of the Consideration in full for the purpose of the
grants of rights contemplated by Clause 4 of this Agreement.

5.6. If the Contributor fails to honour his obligations under this Agreement, he
shall return the amount already paid to him as follows:
a) If this Agreement is terminated due to non-completion of the work, or
for any other reason except the breach or inaccuracy of any
representation or warranty, the Contributor shall be entitled to the
Payable Consideration. If an amount greater than the Payable
Consideration has already been paid to the Contributor by the Content
Acquirer at the time of termination of the Agreement, the Contributor
shall return the excess amount to the Content Acquirer within 30 days
of the termination of the Agreement.
b) If this Agreement is terminated due to the breach or inaccuracy of any
representation or warranty made by the Contributor, the Contributor
shall return to the Content Acquirer all amounts paid to him under the
terms of this Agreement.

6. INTELLECTUAL PROPERTY OWNERSHIP

Subject to Clause 4.4, and subject to other agreements and arrangements which the
Content Acquirer may have entered into in relation to the Foundational Work:

6.1. The Parties agree and confirm that all Contribution Rights and Foundational
Work Rights belong exclusively to the Content Acquirer for the entire duration
of their subsistence throughout the world. The provisions of this clause shall
survive the termination of this Agreement and/or the termination of the
Contributor’s obligation to create the Contribution under this Agreement.

6.2. It is expressly agreed that the Contributor has and shall have no right, title or
interest in the Foundational Work or Contribution and that all Foundational
Work Rights and Contribution Rights shall vest in their entirety in the Content
Acquirer for the entire duration of their subsistence throughout the world. The
provisions of this clause shall survive the termination of this Agreement
and/or the termination of the Contributor’s obligation to create the
Contribution under this Agreement.

6.3. [Consider how to deal with the Contributor's moral rights.]

7. REPRESENTATIONS AND WARRANTIES

7.1. The Contributor represents and warrants that:

a) the Contribution is original and does not infringe the copyright or any
other rights of any third party anywhere in the world; and
b) the Contributor has not and will not attempt to transfer any rights in
the Contribution to any third party whether or not during the term of
this Agreement; and
c) the Contributor has not and will not enter into any Agreement with any
third party in relation to the Contribution other than one which may be
explicitly permitted by this Agreement; and
d) the Contributor has not and shall not engage in any work which could
be considered to have been directly derived from the Contribution; and
e) the Contributor is competent to enter into this Agreement, and is not
bound by any previous or contemporaneous agreement or arrangement
that impedes the performance of the Contributor's obligations under
this Agreement.

The provisions of this clause shall survive the termination of this Agreement,
and/or the termination of the Contributor’s obligation to create the
Contribution under this Agreement.

8. INDEMNIFICATION

8.1. The Contributor shall fully indemnify the Content Acquirer, and the Content
Acquirer's licensees and assignees, as well as any person accruing rights
through the Content Acquirer against all actions, losses, claims, damages, costs
and expenses of whatever nature arising directly or indirectly from (a) any
breach of the terms and conditions of this Agreement by the Contributor
and/or (b) any breach or inaccuracy of any of the representations or
warranties made by the Contributor in this Agreement. The provisions of this
clause shall survive the termination of this Agreement and/or the termination
of the Contributor’s obligation to create the Contribution under this
Agreement.

9. CONFIDENTIALITY

9.1. The Contributor shall not, without the prior written consent of the Content
Acquirer, reveal or make public any of the terms and conditions of this
Agreement. Further, the Contributor shall not, prior to their publication,
reveal or make public any part of either the Contribution or the Foundational
Work and, even after their publication, the Contributor may not reveal or
make public any unpublished part of either the Contribution or the
Foundational Work. The provisions of this clause shall survive the termination
of this Agreement and/or the termination of the Contributor’s obligation to
create the Contribution under this Agreement.

9.2. The Contributor may mention having created the Contribution for the purpose
of self-promotion via the media, in press conferences, at workshops, and in
 other similar fora without the prior written consent of the Content Acquirer
only after a period of __ months has elapsed from the date of first publication
of the Foundational Work in which the Contribution has been integrated.

10. TERMINATION

10.1. Subject to Clause 10.2, this Agreement and/or the obligation of the
Contributor to create the Contribution may be terminated by either party in
the event of any breach of any of the terms and conditions mentioned herein
by the other party provided the non-defaulting party first sends a notice to the
defaulting party informing it of the breach and giving the defaulting party a
fifteen-day period to cure such breach, and provided the defaulting party fails
to cure the breach in the fifteen-day cure period.

10.2. The Content Acquirer may terminate this Agreement forthwith if any of the
representations and warranties made by the Contributor is inaccurate to any
extent, or if the Contributor breaches any of the representations and
warranties he has made.

10.3. Termination of this Agreement and/or the Contributor's obligation to create

the Contribution does not terminate the obligation of the Content Acquirer to
make all payments due to the Contributor at the time of termination, unless
the termination is due to the inaccuracy or breach or a representation or
warranty made by the Contributor in this Agreement. If this Agreement is
terminated due to the inaccuracy or breach or a representation or warranty
made by the Contributor in this Agreement, the Content Acquirer shall not
owe the Contributor any payment.

10.4. Termination of this Agreement or the termination of the Contributor's

obligation to create the Contribution shall not in any way affect any rights of
the Content Acquirer in the Contribution. All rights in the Contribution
granted to or vesting in the Content Acquirer shall not be affected or
terminated in the event of the termination of the Contributor's obligation to
create the Contribution, the termination of this Agreement or in any other
event including in relation to the calculation and payment of the Consideration
/ Payable Consideration, as the case may be.

10.5. All the clauses of this Agreement which must survive the termination of this
Agreement or the termination of the Contributor's obligation to create the
Contribution in order to be meaningful shall survive the termination of this
Agreement or the termination of the Contributor's obligation to create the
Contribution.

10.6. The Contributor's obligations to create the Contribution may be terminated by

the Contributor having created the Contribution or otherwise in accordance
with this Agreement.

11. ASSIGNMENT

11.1. The Contributor may not assign or transfer his/her rights and/or obligations
 as specified herein to any third party. Any assignment or delegation
contradicting this restriction will be null and void.

11.2. The Content Acquirer has the right to assign, without intimation to the
Contributor: (a) the Content Acquirer's rights and/or obligations under this
Agreement, without limitation, either whole or in part, and/or (b) this
Agreement itself.

12. GOVERNING LAW AND JURISDICTION

12.1. This Agreement shall be governed by and construed in accordance with the
laws of India.

12.2. Any disputes which may arise in relation to this Agreement shall be subject to
the exclusive jurisdiction of the Courts of _____ to which the Parties
irrevocably submit themselves.

13. SEVERABILITY

13.1. If any term, condition, or provision in this Agreement is found to be invalid,

unlawful or unenforceable to any extent, the Parties shall endeavour in good
faith to agree to such amendments that will preserve, as far as possible, the
intentions expressed in this Agreement. If the Parties fail to agree on such an
amendment, such invalid term, condition or provision will be severed from the
remaining terms, conditions and provisions, which will then continue to be
valid and enforceable to the fullest extent permitted by law unless such
severance is of such nature that it renders this Agreement incapable of
furthering the intention which the Parties had at the time of signing it and, in
such a case, the Agreement other than the clauses in it relating to the grants of
Rights and the payment of Consideration shall be considered to be void.

14. COUNTERPARTS

14.1. This Agreement may be signed in a number of counterparts, each of which is

an original and all of which, taken together, constitutes one and the same
instrument.

The parties to this Agreement have duly executed this Agreement on the date mentioned at the
beginning of the Agreement:

Parties:

Witnesses: