{"id":39968,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-mining-company-inc-guide-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-mining-company-inc-guide-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/form-of-mining-company-inc-guide-agreement.html","title":{"rendered":"Form of Mining Company Inc. Guide Agreement"},"content":{"rendered":"<pre>\nDESCRIPTION:  FORM OF MININGCO.COM, INC. GUIDE AGREEMENT.\n\n\n\n                                                                    Exhibit 10.5\n\nThe Mining Company                      THE MINING COMPANY GUIDE\n220 East 42nd Street, 24th Floor        AGREEMENT\nNew York, NY 10017  \n\n                                        ContractNo.: ((Contract_Number))\n\n((FirstName)) ((LastName))              Site Name: ((Exact_Site_Name))\n((Address1))                            Site Description:\n((Address2))\n((City)), ((State_Region)) ((Zip))\n((Country))\n\nSS#\/Tax ID No.: ((Tax_ID_SSN))\n\n                                        Date: ((MP_Grad_Date))\n\n\nThe Agreement\n\nAgreement between The Mining Company, a division of General Internet, Inc., a\nNew York corporation (\"The Mining Company\"), 220 East 42nd Street, 24th Floor,\nNew York, New York 10017, and the Guide (you) ((FIRSTNAME)) ((LASTNAME)) an\nindependent contractor, for compensation for services to The Mining Company.\n\nServices to be Provided\n\nYou agree to build, maintain and enhance a site (Site) on the Internet about\n((EXACT_SITE_ NAME)) (Topic) for The Mining Company.  You agree to abide by the\nRules and Regulations (Rules) that will be periodically updated and made\navailable in the online \"Guide Lounge.\" You agree to place a link on your\nexisting Web site, if you have one, to the Site.\n\nFees\n\nThe Mining Company will compensate you based on the schedule in Attachment A.\n\nTermination\n\nThe term of this Agreement (Term) will begin on the date above and will end when\nterminated by either party based on the following: (i) you give to The Mining\nCompany fifteen (15) days prior written notice, (ii) The Mining Company gives\nyou fifteen (15) days prior written notice, or (iii) either you or The Mining\nCompany terminates this Agreement immediately following a major breach of this\nAgreement by either of us.\n\nIntellectual Property\n\nThe Mining Company owns all rights to any and all Intellectual Property related\nto the Site, including but not limited to the name and URL of the Site, any\ntrademarks related to the Site, and the graphical look and feel of the Site,\nother than the Guide Content and the Personal Content (defined on Schedule I). \nYou shall own all rights in and to the Guide Content and the Personal Content.\n\nLicense.\n\nIn consideration of the Fees payable to you under this Agreement, you grant to\nThe Mining Company an exclusive, perpetual, worldwide license to use the Guide\nContent on the Site, the Internet and on any commercial on-line service or\nsimilar service (On-Line Media).  In addition,\n\n\n\nyou grant to The Mining Company a non-exclusive, perpetual, worldwide license to\nuse the Guide Content in any media, whether now or hereafter known, other than\nOn-Line Media.  If The Mining Company uses the Guide Content anywhere other than\nthe Site, The Mining Company agrees to pay you FIFTY  percent (50%) of net\nrevenues directly resulting from such uses.  You are permitted to use the Guide\nContent (subject to written approval from The Mining Company, not to be\nunreasonably withheld) in any media other than On-Line Media, and if you do, you\nagree to pay The Mining Company FIFTY percent (50%) of revenues generated by\nsuch uses.\n\nNon-Compete\n\nDuring the Term and for ninety (90) days following the termination of this\nAgreement, you will not, without the written approval of The Mining Company,\ndirectly or indirectly on behalf of yourself or for anyone else, own, operate,\nwork for or contribute significantly to any Web site or other topical area on\nthe Topic on the Internet, commercial online service or similar service.  You\nmay continue to operate your existing Web site on the Internet if you have one,\nso long as you (1) maintain the site independently and do not affiliate the site\nwith any on-line service, site syndicator, advertising rep firm, site network or\nco-op or any other Internet aggregator or consolidator for the term of the\ncontract and for 90 days following the termination of this agreement and (2)\nprominently link from your website back to your Mining Company Site.  In\naddition, for six (6) months following the termination of this Agreement, you\nwill not solicit or accept, directly or indirectly, any advertising or\nadvertising revenues from any advertiser who advertised on the Site during the\nTerm.\n\nOther Provisions\n\nBy signing this Agreement, You agree to The Mining Company Standard Terms and\nConditions that follow.\n\n\n\nSTANDARD TERMS AND CONDITION\n\n1.   Intellectual Property\n\nUnder this Agreement, Intellectual Property means any and all content and\nmaterials, including but not limited to, software (including modifications,\nupgrades or new versions), designs, icons, menus, trademarks, text, graphics,\nphotographs, illustrations, audio, video and data, and all rights to such\ncontent and materials, including copyrights, patents and associated rights.\n\nAny and all content and features developed or conceived by you or your\nsub-hires, employees or helpers during the Term as well as the other results and\nproceeds of services under this Agreement (collectively, the Work) will be\n\"works made for hire\" and will be the exclusive property of The Mining Company. \nYou waive any claims to \"moral rights\" you might have in connection with the\nWork.  If any Work is determined to not be a \"work made for hire\", you, by\nentering into this Agreement, assign to The Mining Company all right, title and\ninterest in such Work in perpetuity in all media currently in existence or\ninvented in the future.  The Work does not include Guide Content or Personal\nContent (defined on Schedule I).\n\n2.   Representations and Warranties\n\nYou represent and warrant to The Mining Company the following:\n\n(i)    The Work will be original and created by persons employed or supervised\n       by you.  Neither the Work nor the Guide Content nor the Personal Content\n       will violate the copyright, patent, trademark rights, or any other\n       rights such as rights of privacy or publicity, of any person or entity. \n       Neither you nor anyone working for or with you has granted any rights to\n       the Work, the Guide Content or the Personal Content to any other person\n       or entity.\n \n(ii)   You have the right to enter into and fully perform all terms of this\n       Agreement.  You are not and during the Term will not be in any way\n       prohibited or restricted from operating the Site.\n\n(iii)  You have read and complied with the Rules and agree to read and comply\n       with the Rules at all times throughout the Term since the Rules will be\n       updated periodically.\n\n(iv)   The Site, including but not limited to, Chat rooms, Bulletin Boards, and\n       Personal Web pages, does not and will not contain, publish or display\n       any libelous, defamatory, obscene or illegal content or material.\n\n3.     Confidentiality\n\nYou acknowledge that you will have access to proprietary information, materials\nand data of The Mining Company. You agree not to use or disclose proprietary\ninformation and to use your best efforts to ensure that all those to whom You\ngive access to proprietary information do not use or disclose any of this\ninformation except to carry out your duties and responsibilities under this\nAgreement.\n\n4.     Termination\n\nIf The Mining Company terminates this Agreement by giving you 15 days prior\nwritten notice, The Mining Company will have the option to pay you compensation\nfor that fifteen day period equal to the fees payable to you for the immediately\npreceding fifteen day period and, by making that payment terminate this\nagreement immediately.  Notice of termination may be communicated by e-mail to\nthe representative designated by each of the parties.  Upon\n\n\n\ntermination you will be required to: Return all hardware; return all software\ntools; return miscellaneous materials and cease using any service provider or\nother accounts provided by The Mining Company.\n\n5.     Independent Contractor\n\nYou are an Independent Contractor.  All persons working for or with you in\nperforming your obligations to The Mining Company under this Agreement will not\nbe employees or contractors of The Mining Company or have any relationship with\nThe Mining Company.  You will be solely responsible for all your sub-hires,\nemployees, helpers and for all obligations to them and will indemnify The Mining\nCompany against any and all claims or liabilities resulting from such\nobligations and for all costs, omissions or conduct of such persons.  You are\nresponsible for whatever payments will be due to your employees or contractors\nand agree to comply with all governmental obligations applicable to the\nperformance of your obligation under this Agreement.\n\n6.     Name and Likeness\n\nYou agree that The Mining Company has the right to use your name and likeness on\nand in connection with General Internet's and The Mining Company's service and\nthe Site, and advertising and publicity for the service and the Site.\n\n7.     Indemnification\n\nYou agree to indemnify and hold The Mining Company harmless from and against any\nclaims and damages (including reasonable attorneys' fees) resulting from a\nbreach or claimed breach by you of any of your representations, warranties or\nagreements contained in this Agreement.\n\n8.     Work for Hire Agreement\n\nYou agree to have all persons employed or supervised by you providing services\nto The Mining Company sign a copy of the attached Mining Company \"standard work\nfor hire\" agreement.  Copies of all signed agreements must be forwarded to The\nMining Company.\n\n9.     No Assignment\n\nYou will not assign this Agreement or its rights or obligations under this\nAgreement without prior written permission of The Mining Company.  Any sale of a\ncontrolling interest in you shall be deemed an assignment.  Any assignment in\nviolation of this provision shall be null and void.  The Mining Company retains\nthe right to assign this Agreement in its discretion as necessary in the normal\ncourse and conduct of its business.\n\n10.    Entire Agreement\n\nThis Agreement constitutes the entire agreement between the parties with respect\nto the subject matter of this Agreement and supersedes any and all prior\nagreements or understandings among the parties with respect to its subject\nmatter, but the parties understand and agree that the Rules will also govern\nyour provision of services to The Mining Company.\n\n11.    No Waiver\n\nThe failure of The Mining Company to enforce any term or condition of this\nAgreement will not be deemed a waiver of any terms or conditions of this\nAgreement.\n\n\n\n12.    Survival\n\nThe provisions of the paragraphs of this Agreement entitled License,\nNon-Compete, Representations and Warranties, Confidentiality and Indemnification\nshall survive any termination of this Agreement.\n\n13.    Governing Law\n\nThis Agreement will be governed by the laws of the State of New York.  The\nparties agree and consent to exclusive jurisdiction and venue in the State and\nFederal courts located in the City and County of New York, New York for any\nproceedings arising out of this Agreement.\n\n14.    The offer contained in this Agreement is made only on the terms and\nconditions set forth in this Agreement.  By signing this Agreement, you agree to\nits terms and conditions as originally electronically transmitted to you, and no\nmodification of this Agreement by you which is not specifically agreed to in\nwriting by The Mining Company will be binding on The Mining Company or have any\nforce of effect.\n\nVery Truly Yours,\n\nTHE MINING COMPANY, a division of General Internet Inc.\n\nBy:\n   --------------------------------\nDate:\n     ------------------------------\n\nACCEPTED AND AGREED:\n\n\n-----------------------------------\n          [signature]\n\n\n-----------------------------------\n       [print your name]\n\n\nDate:\n     ------------------------------\n\n\n\n\nSCHEDULE I\n\nYou shall own all rights to the following Intellectual Property related to the\nSite:\n\n(1)    All content and materials created by you and used on the \"M Current\" and\n       \"Newsletter\" areas of the Site (Guide Content); and\n\n(2)    All content and materials created by you and used on your existing Web\n       site, if you have one (Personal Content).\n\n\n\n\n\n\n\nATTACHMENT A - GUIDE COMPENSATION\n\n1.     Basic compensation: As compensation for your services to The Mining\nCompany, a division of General Internet Inc., you will be paid US$ (_100_) per\nmonth through June, 1999, which shall be a guarantee against, and shall be\nrecoupable out of, any revenues payable to you.\n\n2.     Advertising Revenues: You will be eligible to share in an advertising\nrevenue pool equal to 30% of The Mining Company's advertising sales revenues. \nYour share of the advertising revenue pool will be calculated based on the\nnumber of page views recorded on the Site as compared with the number of page\nviews for all sites of The Mining Company.\n\n3.     Advertising Bonus Pool.  You will be eligible to share in a bonus pool\nequal to 10% of The Mining Company's advertising sales revenues.  Your share of\nthis bonus pool will be determined by The Mining Company in its discretion.\n\nAll revenue amounts will be based on net advertising revenues of The Mining\nCompany from applicable advertising sources.  Any advertising revenues payable\nto you will be paid monthly within 30 days after the end of the month in which\nthe revenues were received by The Mining Company.  Any portion of the bonus pool\npayable to you will be paid semi-annually within 30 days after the end of the\nsix-month period in which the revenues were received by The Mining Company.  You\nwill receive a monthly (or semi-annual, in the case of the bonus pool) statement\nsetting forth the amount then payable to you, as adjusted for returns and\nchanges in reserves.  No statement will be issued for any month in which no\npayment is due to you.\n\nAs used in this Attachment A, \"net advertising revenues\" means gross ad revenues\nactually received by The Mining Company less (i) commissions to advertisers,\nthird party sales agents, and advertising agencies, (ii) fees paid for traffic\nbased on ad revenue, (iii) reasonable reserves for returns, make goods or other\nadjustments, and (iv) other sales expenses based on a share of ad revenue.\n\n4.     Transaction Revenues: You will be eligible to share in a transaction\nrevenue pool equal to 30% of The Mining Company's net transaction sales\nrevenues.  Your share of the transaction revenue pool will be calculated based\non the number of page views recorded on the Site as compared with the number of\npage views for all sites of The Mining Company, or if possible, based on actual\ntransactions originating from your site.\n\n5.     Transaction Bonus Pool.  You will be eligible to share in a bonus pool\nequal to 10% of The Mining Company's transaction sales revenues.  Your share of\nthis bonus pool will be determined by The Mining Company in its discretion.\n\nAll revenue amounts will be based on net transaction revenues of The Mining\nCompany from applicable transactions.  Any share of transaction revenues payable\nto you will be paid monthly within 30 days after the end of the month in which\nthe revenues were received by The Mining Company.  Any portion of the bonus pool\npayable to you will be paid semi-annually within 30 days after the end of the\nsix-month period in which the revenues were received by The Mining Company.  You\nwill receive a monthly (or semiannual, in the case of the bonus pool) statement \n\n\n\nsetting forth the amount then payable to you, as adjusted for returns and\nchanges in reserves.  No statement will be issued for any month in which no\npayment is due to you.\n\nAs used in this Attachment A, \"net transaction revenues\" means gross transaction\nrevenues actually received by The Mining Company less (i) commissions to third\nparty sales agents (ii) fees paid for traffic based on transaction revenue,\n(iii) reasonable reserves for returns, make goods or other adjustments, (iv)\ncost of goods sold if The Mining Company is fulfilling such sales, and (iv)\nother sales expenses based on a share of transaction revenue.\n\nAn annual certified report detailing The Mining Company's revenues upon which\nallocated revenue and bonus pool shares are based will be available on-line in\nthe [\"guide lounge\"].  In addition, upon reasonable prior written notice to the\nChief Financial Officer of The Mining Company, you, when accompanied by a\ncertified public accountant and after you and your accountant have signed an\nappropriate confidentiality agreement, may examine the books and records\ndirectly related to your compensation during regular business hours in February\nor August of each year.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39968","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39968","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39968"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39968"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39968"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39968"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}