Product-Specific Annex

Content Creation

Provider and Customer agree and acknowledge as follows with regard to the Content Creation Services:

• For each Content project, details covering the specific scope of work and expected process will be as set forth in the Order and further communicated via the kick-off meeting.  This will include expectations as to timing for completion, and required and permitted input (and timing thereof) from Customer.  Material changes may be made only via a formal signed written change order or amendment.

• Content may be a combination of content newly created by Provider (“Created Content”) and certain content (consisting largely of images) that is licensed by Provider from third parties (“Licensed Content”), together as delivered, “the Delivered Content.”  Provider will clearly identify to Customer all Licensed Content.  All other content is Created Content. 

• All Created Content shall be a “work for hire” under U.S. copyright law and any other applicable copyright law, to the extent permitted by law. To the extent that any Created Content does not constitute a work made for hire, Provider hereby assigns to Customer all right, title, and interest that Provider may have or may hereafter acquire in all such Created Content, including all intellectual property rights therein. 

• Provider hereby licenses to Customer the right to use Licensed Content only consistent with the specific licensing terms to which Provider is subject under its license to such content, which terms will be made available on request.  Customer will indemnify defend and hold harmless Provider, its affiliates, successor organizations, directors, officers, shareholders, partners and employees from and against any Claims arising out of Customer’s use of Licensed Content in contravention of such licensing terms.

• At least one cycle of Customer review and written sign off on a draft of the Content is required. A maximum of two review circles are included in the pricing.  Additional review cycles will be out of scope and additional fees will apply. Customer acknowledges and agrees that the ability of Provider to follow the schedule is dependent upon Customer’s performance of assigned duties, changes in the Content, Delivered Content and other Deliverables requested by Customer, and Customer’s timely review and written sign off, as requested. Any delay caused by Customer shall not constitute a breach of any term, condition or obligation of Provider. If a delay caused by Customer prevents Provider from completing a scheduled task, Provider reserves the right to reschedule with no guarantee of immediate turnaround.

• After the Customer has reviewed and provided written approval on the Content, the Content shall be considered finalized by the Parties.  Provider will deliver the finalized Content to the Customer in the format noted on the Order.  After the Content has been accepted by the Customer, no material changes may be made in such Content without the Provider’s written approval. Customer’s approval of the Content releases Provider from all claims and liabilities resulting from the Delivered Content.

• As a condition to the provision of the Content services, Customer hereby grants Provider the right to use any Created Content that Customer has previously approved for publication for Provider’s own publicity purposes to market its Content services to others.

• Content will be paid for in full upon signature of the Order. In the event of cancellation/termination of any services campaign, as of the effective date of the termination, fees will remain due as to the proportion of a full project for any content creation that has occurred.

Content Creation Services are based on the following assumptions:

CUSTOMER OBLIGATIONS: Customer acknowledges that the completion of the Content is subject to the reasonable availability of Customer, their personnel and information, and the participation of these personnel and the timely resolution of decisions. The following Customer Obligations are agreed:

• A single point of contact that acts as the final point of sign-off for the Content and all Deliverables.
• Provide relevant project materials by agreed-upon deadline.
• All marketing copy required to develop the content unless otherwise specified.
• Communicate any third-party dependencies that may impact the Project milestones.
• Attendance of Customer’s Project or Subject Matter Expert (SME) representatives in meetings.
• Identifying and providing access to relevant stakeholders (or their authorized delegates), scheduling meetings, workshops, and reviews as required.

EXCLUSIONS: The following are not considered Services or Deliverables for the purposes of this Project:

• Source code.
• Proofreading, correcting or translation of provided data. Data refers to any written material, numerical tables, stats or other research information provided by Customer.
• Generation of any collateral (unless otherwise agreed to).
• Missed deadlines resulting from delays caused by Customer in fulfilling assigned responsibilities, including the delivery of data, assets, comments or approval.