DISTRIBUTION AGREEMENT FOR CONTENT AUTHORS
Revision 8.16.2010

This Distribution Agreement for Content Authors (the "Agreement"), dated this day of , is made and entered into by and between PurplePenguin.com, INC., (hereinafter called the "Publisher"), a Florida corporation, located at 12710 DuPont Cir, Tampa, Florida, 33626, USA, and , (hereinafter called the "Author"), a (n) , located at , , , ; and separately referred to as a "Party" or together referred to as the "Parties".

Recitals (Summary)

A. Publisher develops and distributes various software products designed for third-party Mobile Electronics Markets, such as the Apple iPhone and iPod Touch, the Google Android, the Blackberry Smartphones, the Palm Pre, and others (the Publishers "App").

B. Publisher also publishes, licenses, sells, and markets third-party materials embedded within its App on the various third-party mobile company's App Stores.

C. Author creates and develops unique materials such as written questions, their answers, its diagrams, and exhibits; and final product name (the Authors "Content").

D. Publisher and Author desire to enter into a business relationship pursuant to which, among other things, the Publisher's App would be combined with the Author's Content, to create a unique product (the "Work"). During this relationship, the Publisher would: (a) develop an App to incorporate the Author's Content, (b) optionally sell the App on MobileCarrier's App Stores, (c) optionally display third-party advertisements within the Work, (d) provide the Author with a mechanism to be paid royalty directly in the form of third-party advertisers revenue for an advertisement displayed within the Work; and, the Author would: (a) create all unique Content and provide it to the Publisher for publication within the unique Work, and (b) support and update the Content embedded within the Work.

Agreement (Contract)

Accordingly, Publisher and Author agree as follows:

1. Compensation: Author Royalty for a PAID APP. 1.1 For a PAID APP, Author will receive 50% of the funds received by PurplePenguin.com, Inc. for the sales of that application, determined as follows:
      (a) As full and final royalty compensation for all use and distribution of the Author's Content, the Author shall 50% of the funds received by PurplePenguin.com.
      (b) The Publisher will report and pay royalties quarterly.
      (c) The author with submitted appropriate tax paperwork to be paid as in independent contractor.


2. Compensation: Author Royalty for a FREE APP (usually Trivia). 2.1 For a FREE APP, Author will directly receive the funds from a third-party advertiser as royalty, determined as follows:
      (a) As full and final royalty compensation for all use and distribution of the Author's Content, the Author shall receive embedded banner-click or similar advertising revenue directly from the third-party advertisers of ONE (1) banner or similar advertisement to be shown within the Work, as follows:
      (b) Author will set up and maintain its own Publisher-approved third-party advertising account, and provide the Publisher with its banner advertisement campaign details, for use within the Work.
      (c) Publisher will incorporate the Author's banner or similar per-click advertising campaign into the Work.
      (d) The Author understands and agrees that the Publisher has no control over and is not liable for any actions or inactions of any third-party advertiser, and agrees to hold the Publisher harmless for any third-party advertiser's actions or inactions, including but not limited to non-payment to the Author.

2.2 The Publisher will provide the Author, up to once per month upon request, with the number of downloads of the Work from the Mobile Carrier’s App Store(s).

3. Expectations: Development Timelines.
3.1 Due to forces beyond the control of the Publisher, such as certain MobileCarrier's strict review and approval processes, the Publisher cannot guarantee a specific release date for any particular Work.
3.2 If any Mobile Carrier rejects the Work for the App Store sales for any reason, the Parties agree to mutually work together in order to address the issue for resubmission.
3.3 The Parties understand and agree that there will be no liability, damages, lost revenue, or interest paid, during the upload/wait/rejection/resubmit process of the Work with the MobileCarrier.

4. Author Certification
4.1 Author hereby certifies, warrants, and represents, that all Content and any other materials provided to the Publisher are not plagiarized from any other source, do not infringe any other party's intellectual property rights (including but not limited to trademark, copyright, or otherwise infringe others in any way), do not require any third party royalty payments to be made, do not contain any offensive or pornographic materials, are owned by the Author, and do not libel or slander any other party.

5. Taxes and Independent Contractor Relationship
5.1 Each Party agrees to pay and be fully responsible for their own taxes, including but not limited to income taxes, self-employment taxes, import fees, export fees, local taxes, state taxes, and value added taxes (VAT). The Publisher shall not be liable for any Author taxes, including but not limited to Worker's Compensation, unemployment insurance, employer's liability, employer's FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the independent contracting Author.
5.2 The Publisher and or various third-party advertisers may issue an IRS 1099 tax form to the Author for the prior year's revenue.
5.3 The Publisher and or various third-party advertisers must receive an original signed IRS W-9 tax form before any payments can be made to the Author, and the Author agrees to submit an original signed IRS W-9 tax form to the Publisher and or the various third-party advertisers upon request.
5.4 The Author agrees to perform all obligations hereunder solely as an independent contractor. The Parties to this Agreement recognize and agree that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer-employee between the Parties.
5.5 The independent contracting Author is not authorized to enter into or commit the Publisher or the third-party advertisers to any agreements, and the independent contracting Author shall not represent itself as the agent or legal representative of the Publisher or any third-party advertisers.

6. Force Majure
6.1 Excluding the Indemnification by Author, neither Party shall be liable in damages or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, any action or inaction of the Mobile Carrier, any action or inaction of any third-party including but not limited to the advertisers, the inability to either contact or receive required information and or Content from the Author, any Government restrictions, wars, storms, power loss, insurrections, and or any other cause beyond the reasonable control of the Party whose performance is affected.

7. Distribution Rights
7.1 In consideration of the third-party advertisement revenue as royalty payments described herein, the Author hereby grants to the Publisher full rights to reproduce and publish and adapt and sell, and license to third Parties to publish and adapt and sell, the Work in the English language and all other translations into any other languages, in the United States of America and the world without exception. This grant of subsidiary rights to the Publisher to license to other Parties to publish and adapt the Work is exclusive and without exception and includes the rights to license and sublicense the Work in the Mobile Carrier’s electronic App Store.
7.2 The Publisher may, for any reason, at its sole option, and at any time without notice, discontinue the Work from sale or distribution. The Author agrees to hold the Publisher harmless of all claims should such an event occur.

8. Indemnification by Author
8.1 The Author understands and agrees to be fully and solely responsible for providing Content to the Publisher that is not in any way infringing upon the rights others. The Author vows, certifies, warrants, and represents, that the advertising campaign text and images, and all Content, is either owned by the Author or legally licensed to the Author and that the Author has the authority to grant the Publisher the rights granted in this Agreement. Author agrees to fully indemnify the Publisher with regards to any claims to the contrary, with time being of the essence. Publisher will have no obligation to publish any part of the Content, or the final Work, which in its sole opinion would infringe upon any rights of any third-party.

10. General
10.1. In the event any materials are submitted to the Publisher for publication by any other third-party which is similar to and or competes with the Author's Content, it is mutually agreed by the Parties that nothing shall restrict or prohibit the Publisher from publishing and distributing any such third-party materials and or any other competing products.

11. Copyright and Ownership
11.1 The Publisher shall effect the copyright of the Work in its name as proprietor and shall at its discretion effect any renewal, continuation, or extension of the copyright provided by the controlling law at such time, except that Author retains its copyrights in and to any Content submitted by Author to Publisher for inclusion in the Work. The foregoing shall apply to the Content provided by the Author in any form subject to its copyright.
11.2 The Author agrees not use any third-party materials or any intellectual property owned by others within the Content submitted to the Publisher for use within the Work.
11.3 The Author understands and agrees that no Content will ever be presented or provided by the Author to the Publisher which requires any payments and or any other fees to be paid to any other party, either in the form of any type of royalties, or any other per-use charges, for the use, sales, and or distribution of the Content.
11.4 The Author understands that it is a violation of the Publisher's agreement with the MobileCarrier to either sell or give away any App on the App Store which requires any type of royalty to be paid on any Content included or embedded within any App, and agrees to protect and defend said agreements.
11.6 The Author shall maintain its copyright and full ownership thereof on the Content embodied within the Work.
11.7 The Publisher shall maintain its copyright and full ownership thereof on the App embodied within the Work.

12. Limitation of Liability
12.1 Under no circumstances shall the Publisher or its providers or any other party involved in creating, producing, publishing, streaming, or distributing the Works, be liable for any damages, including without limitation, lost profits that result from the use of or inability to use the Publisher's Apps, services, web sites, or other products, including but not limited to reliance by the Author or any third-party on any information obtained from the Publisher's products, services, or web sites, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from Acts of God, communications failure, theft, destruction, or unauthorized access to the Publisher's records, programs, or services, the Author hereby understands and agrees that this section shall apply to the Work, and its related merchandise, content, and services available through the Publisher's products, services, and web sites.

13. Disclaimer of Warranties
13.1 To the maximum extent permitted under applicable law, the Author expressly understands and agrees that any installation and or use of the Work is at the Author's sole risk; and that the App software, its related files, controls, documentation, updates, services, websites, and third party content, are provided "AS IS" and "AS AVAILABLE", without warranty of any kind; and that the Publisher expressly disclaims all other warranties, express, implied, or otherwise, including without limitation the warranties of merchantability. Specifically, the Publisher does not warrant that the App, related software or its services will operate without interruption, be error-free, or achieve any specific results.

14. DMCA
14.1 The Publisher's policy is to comply with all intellectual property laws, including but not limited to the United States Digital Millennium Copyright Act (DMCA), United States Trademark law, and all other laws. As a responsible and caring Publisher, the Publisher will act expeditiously upon receiving any such notice of claimed intellectual property infringement. In any such event, the Publisher shall, at its sole option and without notice or compensation to the Author, remove the claimed infringing Work from distribution from the Mobile Carrier’s App Store(s), and keep the Work removed from distribution during any investigation. The Publisher and or any third-party advertisers will not be responsible for paying any royalty or any other lost revenue to the Author during its investigation.

15. Term and Termination
15.1 This Agreement shall continue in effect for one (1) year commencing the effective date of mutual execution.
15.2 This Agreement shall be automatically renewable at the end of the current term for a successive one (1) year term, unless either Party gives at least thirty (30) days written notice of its intention not to renew before expiration of the current term.
15.3 In the event the Publisher chooses to withdraw any Work already published for distribution (e.g. already for sale in the Mobile Carrier’s App Store), then the Publisher agrees to provide the Author with the reason why the Work was removed from distribution. Should such an event occur, unless for reasons of breach of contract, the Publisher agrees to release the Author from any exclusive Content publishing terms contained herein, and the Author will be free to publish its Content elsewhere.
15.4 In order to cover the high up-front costs of publication, the Author agrees to permit the Publisher to continue sales of the Work until it has been for sale for a minimum of one (1) year from the date of the Mobile Carrier’s approval for sale on the Mobile Carrier’s App Store.
15.5 The Parties agree that the Binding Arbitration, Arbitration Procedure, Arbitration Remedy, Limitation of Liability, Confidential Information, Disclaimer of Warranties, and Indemnification by Author, will survive and remain in full force and effect after termination of this Agreement for any reason or cause.

16. Binding Arbitration
16.1 The Parties mutually agree of their own free will that any and all controversies, claims, or disputes (including without limitation the Author, the Publisher, and either Parties employees, agents, officers, directors, members, or stockholders), arising out of, relating to, or resulting from this Agreement, shall be resolved exclusively through confidential, binding arbitration.
16.2 Any and all disputes, which each Party hereby agrees to arbitrate, and with respect to which, each Party hereby agrees to waive any right to a trial by jury, including without limitation, any dispute associated with compensation, contract termination, royalty, infringement, indemnification, liability, damages, and any common law (e.g. any claims relating to any contract or tort claim) or statutory claims arising under State or Federal law.

17. Governing Law
17.1 This Agreement shall be governed by and construed, enforced, and performed in accordance with the laws of the State of Florida, within the United States, without regard to conflicts of law principles. Any legal action related to the terms of or obligations arising under this Agreement shall be brought in the county of Hillsborough, State of Florida, country United States of America.

18. Author Contact Information
18.1 The additional following Author contact information will be use for correspondence, subject to change upon written request from the Author:
      (a) Valid Author email address:
      (b) Valid Author telephone number:

By typing your name as a digital signature in the field below, checking the "I Agree" box, and clicking the "I Accept" button, you, the Author, acknowledge, accept, and agree, that you understand, accept, and agree to all of the terms and conditions within this Agreement freely and voluntarily with a complete understanding of the consequences it brings; and further agree that this online Agreement is a binding and valid contract which is as valid and enforceable as any handwritten version of the same; and further desire to enforce this Agreement in compliance with United States e-commerce law; and further reaffirm the Parties mutual desire for binding arbitration and the waiver of a jury trial:

Type your full name to digitally sign this Agreement: []

Check the following "I AGREE" checkbox for double-confirmation: I AGREE

In witness whereof the Parties have executed this contractual Agreement on this day of , .


Author's Electronic Signature

,
Author's Name & Title

John Swartz
Publisher's Electronic Signature

John Swartz, CEO
Publisher's Name & Title

Note: Please ensure all information displayed herein is correct. By checking the "I AGREE" box above, and clicking the "I ACCEPT" button below, you acknowledge your desire for this Agreement to be instantly legally bound and submitted as-is. A copy of the Agreement will emailed to you at the email address specified herein.



NOTE: Third-party advertisers may require an IRS tax form W-9 from the Author (downloaded from http://www.irs.gov) with valid USA Social Security or Tax ID Number. Please work directly with the advertiser regarding any such requests.