Sponsor-Collaborator Contract

The Sponsor (buyer) and Collaborator (seller) agree that the negotiated Minimum Payment is valuable consideration for all Work provided in this collective Project which has been commissioned by the Sponsor.

I. The Project Sponsor understands and agrees to:
  1. Commit to and clear full payment for the Project Budget;
  2. Award Bonuses to Contributions that move the project forward, in the Sponsor’s sole opinion;
  3. Allow Automatic Distribution of any unused Budget, if funds are not allocated within 24 hours of a Project’s End Date;
  4. Allow Collaborators to take credit for Bonused Contributions, within their Profile, displaying the Project name and amount Bonused, if the Collaborator is in Good Standing with the Project;
  5. Not Remove any Collaborator from the Project, unless the Collaborator has:
    • violated the reBaked Terms
    • breached this Sponsor-Collaborator Contract
    • or
    • become disruptive to the Project’s goals, in the Sponsor’s sole opinion;
  6. Not dispute the Minimum Payment and Bonus payments earned by any Collaborator, prior to their removal from a Project;
  7. Accept the inherent risk of Project failure, paying out the full Budget, even if Sponsor is unsatisfied with the final state of the Project, when the allotted time expires;
  8. Reduce Budget only via the Early End formulaic procedure within the reBaked System;
  9. Not create, offer or require any click-through contracts or other agreements that circumvents, nullifies or otherwise conflicts with the spirit or language of this agreement and to abide by the reBaked Terms
II. The Project Collaborator understands and agrees to:
  1. Meet all eligibility requirements and be unencumbered with any employment or other agreements that could interfere with the ability to produce original Work that is free of any intellectual property restrictions;
  2. Negotiate a Minimum Payment that is acceptable as valuable consideration and full payment for all Contributions, whether or not any additional Bonuses are awarded;
  3. Deliver all Work under the provisions of this contract, the Work-For-Hire Agreement (below) and the Non Disclosure Agreement (below);
  4. Participate as an independent 1099 contractor and warrant that any subcontractors who work under Collaborator abide by all the terms of this this Contract;
  5. Only submit original Work - derivative work is only allowed, if it is derived from the same Project, on the reBaked System;
  6. Not dispute any Bonus amount, or lack thereof. The Project Sponsor has the right to distribute Bonuses, for whatever amounts, at the Sponsor’s sole discretion;
  7. Not dispute any Sponsor’s decision to exclude Collaborator participation in, or contributions towards the Project. After a Minimum Payment has been negotiated, a Sponsor may Remove a Collaborator from a Project, at any time, forfeiting any right to future bonuses, including Automatic Distribution bonuses;
  8. Not interfere with any other Collaborator's right or ability to submit comments, work, services or other Contributions, especially through posting false, inaccurate, misleading, defamatory, or libelous content about other Collaborators or Contributions;
  9. Not create, offer or require any click-through contracts or other agreements that circumvents, nullifies or otherwise conflicts with the spirit or language of this agreement and to abide by the reBaked Terms
III. Work-For-Hire Agreement
Collaborator (the seller) of Work understands and agrees that:
  1. All Work, such as design, art, code, copywriting, comments, evaluations, etc., is the delivered service and shall be the exclusive property of the Project Sponsor (the buyer);
  2. Each form of Work is being created by the Collaborator as a "work made for hire" under the United States Copyright Act;
  3. The Sponsor, his assigns, and other Project Collaborators may make any changes, additions to or deletions from the Collaborators work, at any time, either during the Project's active development on the reBaked system, and any time in the future whether via the reBaked system or not, at the Sponsor's sole, absolute and unfettered discretion;
  4. The Collaborator expressly agrees to assign to the Sponsor the copyright in any delivered services that do not meet the requirements of a “work made for hire” under the U.S. Copyright Act of 1976;
  5. To the extent that the Contribution is determined by a court of competent jurisdiction or the Register of Copyrights not to be a "work made for hire", Collaborator agrees to execute any and all documents deemed necessary and appropriate by Sponsor to effectuate a complete transfer of ownership of all rights, including but not limited to copyright rights, to Sponsor throughout the world, in perpetuity;
  6. Independent of the U.S. Copyright Act, the seller agrees that when the Contribution is submitted, the seller assigns along with it to the buyer, to the fullest extent possible under the law, all of its rights, title and interest, if any, in and to the delivered service and waives any and all moral rights in connection therewith, including but not limited to, any moral rights included in the Visual Artists Rights Act of 1990;
  7. Nothing contained in this agreement requires the Sponsor to use the Work;
  8. No credit rights are promised or implied in this agreement; the Collaborator’s only right to credits are displaying a Bonus amount for the Work within the Collaborator’s reBaked profile, if the Collaborator remains in Good Standing with the Project;
  9. The negotiated Minimum Payment constitutes complete and full compensation for all services performed and Work delivered from the Collaborator.
IV. Non Disclosure Agreement
  1. Definition of Confidentiality
  2. As used in this Agreement, "Confidential Information" refers to any information which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of Sponsor, or (ii) non-technical information relating to Sponsor's products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to Sponsor.
  3. Nondisclosure and Nonuse Obligations
  4. Collaborator will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to Sponsor, whether or not in written form. Collaborator agrees that Collaborator shall treat all Confidential Information of Sponsor with at least the same degree of care as Collaborator accords its own confidential information. Collaborator further represents that Collaborator exercises at least reasonable care to protect its own confidential information. If Collaborator is not an individual, Collaborator agrees that Collaborator shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously reviewed and agreed to all terms of this Agreement.
  5. Survival
  6. This Agreement shall govern all communications between the parties. Collaborator understands that its obligations under Paragraph 2 ("Nondisclosure and Nonuse Obligations") shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Collaborator will promptly deliver to Sponsor, without retaining any copies, all documents and other materials furnished to Collaborator by Sponsor.
V. Governing Law
This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents.
VI. Injunctive Relief
A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to Sponsor for which there will be no adequate remedy at law, and Sponsor shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).
VII. Entire Agreement
This Agreement constitutes the entire agreement with respect to the Sponsor and Collaborator Contract, the Work for Hire Agreement, and the Non Disclosure Agreement and supersedes all prior or contemporaneous oral or written agreements concerning such agreements. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.
VIII. Definitions
The following capitalized terms shall have the indicated meanings: