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Form #701

Web Content Protection and Deposit Agreement

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Web Content Protection Agreement. A company is used as an example in the document.

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Web content protection and deposit agreement. 

Web Content Protection Agreement

Account Number _________

This Agreement is effective the _________ day of _________[month], _________[year] between Data Securities International, Inc. ("DSI") and _________ ("Depositor"), who jointly may be referred to in this Agreement as "the parties" and who are more fully identified in the Exhibit A.

A. Depositor desires to protect certain proprietary technology (such as trade secrets, computer source code, documentation, algorithms and other related material) by creating an independent record substantiated by depositing material(s) showing when the proprietary technology was fixed in a certain form, containing certain specific features and functions;

B. Depositor relies on trade secret, copyright, patent and/or trademark law to protect its proprietary technology and desires to strengthen its claim in the proprietary technology by documenting the use, look, feel and expression of this technology as displayed on the Depositor's web site;

C. DSI shall accept and retain the proprietary technology, maintain time stamping records of the proprietary technology, and protect its confidentiality according to the terms of this Agreement;

D. Webmaster maintains the Depositor's web site. Webmaster may be an employee of the Depositor or an outside Internet Service Provider ("ISP").

Article 1—Content Deposits

1.1. Obligation To Make Deposit. Upon the signing of this Agreement, Depositor or ISP as identified in Exhibit C, shall deliver to DSI the initial and subsequent proprietary information and other materials ("deposit materials") to be deposited under this Web Content Protection Agreement.

1.2. Identification of Tangible Media. Prior to the delivery of the deposit materials to DSI, Depositor or ISP shall conspicuously label for identification each document, magnetic tape, disk, or other tangible media upon which the deposit materials are written or stored. Additionally, Depositor or ISP shall complete Exhibit B to this Agreement by listing each such tangible media by the item label description, the type of media and the quantity. The Exhibit B must be signed by Depositor or ISP and delivered to DSI with the deposit materials and identify the domain name for the web site that this Agreement is intended to protect. Unless and until Depositor or ISP makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify the Depositor regarding the status of the deposit account as required in Section 2.2 below.

1.3. Deposit Inspection. When DSI receives the deposit materials and the Exhibit B, DSI will conduct a deposit inspection by visually matching the labeling of the tangible media containing the deposit materials to the item descriptions and quantity listed on the Exhibit B.

1.4. Acceptance of Deposit. At completion of the deposit inspection, if DSI determines that the labeling of the tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy thereof to Depositor. If DSI determines that the labeling does not match the item descriptions or quantity on the Exhibit B, DSI will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign the Exhibit B with the exceptions noted; and (c) provide a copy of the Exhibit B to Depositor. DSI's acceptance of the deposit occurs upon the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to Depositor is Depositor's notice that the deposit materials have been received and accepted by DSI.

1.5. Deposit Updates. Updates to the deposit materials may be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed by Depositor or ISP. Each Exhibit B will be

held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.4 above. All references in this Agreement to the deposit materials shall include the initial deposit materials and any updates.

DSI shall notify Depositor in writing semi-annually of Depositor's obligation to make updated deposits. Within 30 days of receipt of each such notice, Depositor shall certify in writing to DSI that (a) it has made the updated deposits as required in the immediately preceding paragraph; or (b) there has not been a new release or update to the contents of the web page since the last deposit. After the 30 days, DSI shall notify Depositor that DSI has received (a) an updated deposit from Depositor or ISP (Webmaster); (b) a statement from Depositor or ISP (Webmaster) advising there has not been a release of a new version of the web site since the last deposit; or (c) no response from Depositor or ISP (Webmaster). Unlimited deposit updates and two storage units are included in the price of this Agreement.

1.6. Depositor Copies. Upon request by Depositor, Depositor shall be entitled to receive one or more copies of the deposit materials as long as the original deposit materials remain in DSI's possession until termination.

1.7. Right To Make Copies and Print Content. DSI shall have the right to make copies and/or print the deposit materials as reasonably necessary to perform this Agreement and help establish evidence of first use for goods or services in commerce at this web site. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the deposit materials onto any copies made by DSI. With all deposit materials submitted to DSI, Depositor or ISP shall provide any and all instructions as may be necessary to duplicate the deposit material including but not limited to any encryption, compression or special back-up hardware and/or software needed.

Article 2—Confidentiality and Record Keeping

2.1. Confidentiality. DSI shall maintain the deposit materials in a secure, environmentally safe, locked facility which is accessible only to authorized representatives of DSI. DSI shall have the obligation to reasonably protect the confidentiality of the deposit materials. Except as provided in this Agreement, DSI shall not disclose, transfer, make available, or use the deposit materials. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or other order of a court or other judicial tribunal pertaining to the disclosure or release of the deposit materials, DSI will immediately notify the Depositor. It shall be the responsibility of Depositor to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI will not be required to disobey any court or other judicial tribunal order. (See Section 5.5 below for notices of requested orders.)

2.2. Status Reports. DSI will issue to Depositor a report profiling the account history at least semi-annually. DSI may also provide copies of the account history upon request.

2.3. Audit Rights. During the term of this Agreement, Depositor shall have the right to inspect the written records of DSI pertaining to this Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice.

Article 3—Term and Termination

3.1. Term of Agreement. The initial term of this Agreement is for a period of one year. Thereafter, this Agreement shall automatically renew from year-to-year unless (a) Depositor instructs DSI in writing that the Agreement is terminated; or (b) the Agreement is terminated by DSI for nonpayment in accordance with Section 3.2.

3.2. Termination for Nonpayment. In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency to Depositor. If the past-due payment is not received in full by DSI within one month of the date of such notice, then DSI shall have the right to terminate this Agreement at any time thereafter by sending written notice of termination. DSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid.

3.3. Disposition of Deposit Materials Upon Termination. Upon termination of this Agreement, DSI shall destroy, return, or otherwise deliver the deposit materials in accordance with instructions. If there are no instructions, DSI may, at its sole discretion, destroy the deposit materials or return them to Depositor. DSI shall have no obligation to return or destroy the deposit materials if the deposit materials are subject to another escrow agreement with DSI.

3.4. Survival of Terms Following Termination. Upon termination of this Agreement, the following provisions of this Agreement shall survive:

a. The obligations of confidentiality with respect to the deposit materials.

b. The obligation to pay DSI any fees and expenses due.

c. The provisions of Article 5.

d. Any provisions in this Agreement which specifically state they survive the termination or expiration of this Agreement.

Article 4—DSI's Fees

4.1. Fee Schedule. DSI is entitled to be paid its standard fees and expenses applicable to the services provided. DSI shall notify the party responsible for payment of DSI's fees at least 90 days prior to any increase in fees. For any service not listed on DSI's standard fee schedule, DSI will provide a quote prior to rendering the service, if requested.

4.2. Payment Terms. DSI shall not be required to perform any service unless the payment for such service and any outstanding balances owed to DSI are paid in full. All other fees are due upon receipt of invoice. If invoiced fees are not paid, DSI may terminate this Agreement in accordance with Section 3.2. Late fees on past due amounts shall accrue at the rate of one and one-half percent per month (18% per annum) from the date of the invoice.

Article 5—Liability and Disputes

5.1. Right To Rely on Instructions. DSI may act in reliance upon any instruction, instrument, or signature reasonably believed by DSI to be genuine. DSI may assume that any employee of Depositor who gives any written notice, request, or instruction has the authority to do so. DSI shall not be responsible for failure to act as a result of causes beyond the reasonable control of DSI.

5.2. Indemnification. DSI shall be responsible to perform its obligations under this Agreement and to act in a reasonable and prudent manner with regard to this arrangement. Provided DSI has acted in the manner stated in the preceding sentence, Depositor agrees to indemnify, defend and hold harmless DSI from any and all claims, actions, damages, arbitration fees and expenses, costs, attorney's fees and other liabilities incurred by DSI relating in any way to this Agreement.

5.3. Dispute Resolution. Any dispute relating to or arising from this Agreement shall be resolved by arbitration under the Commercial Rules of the American Arbitration Association. Unless otherwise agreed by Depositor, arbitration will take place in San Diego, California, U.S.A. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator(s). Service of a petition to confirm the arbitration award may be made by First Class mail or by commercial express mail, to the attorney for the party or, if unrepresented, to the party at the last known business address.

5.4. Controlling Law. This Agreement is to be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

5.5. Notice of Requested Order. If Depositor intends to obtain an order from the arbitrator or any court of competent jurisdiction which may direct DSI to take, or refrain from taking any action, Depositor shall:

a. Give DSI at least two business days' prior notice of the hearing;

b. Include in any such order that, as a precondition to DSI's obligation, DSI be paid in full for any past due fees and be paid for the reasonable value of the services to be rendered pursuant to such order; and

c. Ensure that DSI not be required to deliver the original (as opposed to a copy) of the deposit materials if DSI may need to retain the original in its possession to fulfill any of its other duties.

Article 6—General Provisions

6.1. Entire Agreement. This Agreement, which includes the Exhibits described herein, embodies the entire understanding between all of the parties with respect to its subject matter and supersedes all previous communications, representations or understandings, either oral or written. No amendment or modification of this Agreement shall be valid or binding unless signed by both parties hereto, except that Exhibit A need not be signed by either party.

6.2. Notices. All notices, invoices, payments, deposits and other documents and communications shall be given to the parties at the addresses specified in the attached Exhibit A. It shall be the responsibility of the parties to notify each other as provided in this Section in the event of a change of address. The parties shall have the right to rely on the last known address of the other parties. Unless otherwise provided in this Agreement, all documents and communications may be delivered by First Class mail.

6.3. Severability. In the event any provision of this Agreement is found to be invalid, voidable or unenforceable, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.

6.4. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties. However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor unless DSI receives clear, authoritative and conclusive written evidence of the change of parties.

6.5. Regulations. Depositor is responsible for and warrants compliance with all applicable laws, rules and regulations, including but not limited to customs laws, import, export, and re-export laws and government regulations of any country to which the deposit materials may be delivered in accordance with the provisions of this Agreement.

_______________

Depositor

_______________

By

_______________

Name

_______________

Title

_______________

Date

Data Securities International, Inc.

_______________

By

_______________

Name

_______________

Title

_______________

Date

Exhibit A

Designated Contact

Account Number _________

Notices to Designated Representative should be addressed to:

Company Name: _________

Address: _________

_________

_________

Designated Contact: _________

Telephone: _________

Facsimile: _________

Invoices to Depositor should be addressed to:

_________

Address: _________

_________

_________

Contact: _________

 P.O.#, if required: _________

Notices to Depositor Webmaster should be addressed to:

Company Name: _________

Address: _________

_________

_________

Designated Contact: _________

Telephone: _________

Facsimile: _________

Requests from Depositor to change the designated contact should be given in writing by the designated contact or an authorized employee of Depositor.

DSI

Contract Administration

_________[address]

Telephone: _________

Facsimile: _________

Invoice inquiries and fee remittances to DSI should be addressed to:

DSI

Accounts Receivable

_________[address]

Telephone: _________

Facsimile: _________

Date:_________

Exhibit B

Description of Deposit Materials

Depositor Company Name _________

Account Number _________

Domain Name _________ (Domain Name will appear on Account History report)

Version _________

Deposit Material Description

Quantity

Media Type & Size

Label Description of Each Separate Item

 

...............................  

Disk 3.5" or _________

 

...............................  

DAT tape _________mm

 

...............................  

CD-ROM

 

...............................  

Data cartridge tape _________

 

...............................  

TK 70 or _________ tape

 

...............................  

Magnetic tape _________

 

...............................  

Documentation

 

...............................  

Other _________

 

 

Deposit Copying Information

Is the media encrypted? Yes / No

If yes, please include any passwords and the decryption tools _________.

Encryption tool name ____________ Version _________

Hardware required ____________

Software required ____________

Is the media compressed or backed-up? Yes / No If yes, please include any passwords and the de-compression tools.

Back-up tool name ____________ Version _________

Hardware required ____________

Software required ____________

I certify for Depositor that the above described Deposit Materials have been transmitted to DSI.

_______________

Signature

_______________

Print Name

_______________

Date

DSI has inspected and accepted the above materials (any exceptions are noted above).

_______________

Signature

_______________

Print Name

_______________

Date

_______________

Exhibit B#

Send materials to: DSI, _________[address]

Exhibit C

Internet Service Provider

Account Number _________

Pursuant to the Web Content Protection Agreement ("Agreement"), Depositor hereby identifies the following as an ISP to this Agreement:

Company Name: _________

Address: _________

_________

_________

Designated Contact: _________

Telephone: _________

Facsimile: _________

_______________

Depositor

_______________

By

_______________

Name

_______________

Title

_______________

Date

Data Securities International, Inc.

_______________

By

_______________

Name

_______________

Title

_______________

Date

_______________

Contributed by
Vacuum Technologies LLC
 
Name of Firm Vacuum Technologies LLC
Total Forms Contributed 53
 

See All Vacuum Technologies LLC's Forms
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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