This Producer Membership Agreement (the "Agreement") is entered into as of the Producer Sign Up Date by and between WikiWe Common Forum (Draft) (the "Company") and the individual or entity executing this Agreement (the "Producer"). The Company and the Producer may be referred to herein individually as a "Party" and collectively as the "Parties".
Services
1.1 The Producer agrees to provide management services to the Company as an independent contractor as described in Producer Projects , which is incorporated herein by reference (the "Services").
1.2 The Producer shall provide a minimum of five (5) hours and a maximum of fifteen (15) hours of Services per month, as agreed upon by the Parties.
Compensation
2.1 In consideration for the Services provided by the Producer, the Company agrees to provide the Producer with Guest Passes (the "Guest Passes") as described in hereafter.
2.2 Guest Passes shall be granted to the Producer on a monthly basis and may be used by the Producer or the Producer's guests, subject to the terms and conditions in Guest Passes.
2.3 Guest Passes are non-transferable and non-refundable, and have no cash value.
2.4 In addition to the Guest Passes, the Producer shall be entitled to a commission of ten percent (10%) of the sales price for each Learner Passes or Producer Passes sold by the Producer (the "Sales Commission"). Sales Commission shall be paid to the Producer on a quarterly basis.
Non-Disclosure Agreement
3.1 The Producer agrees to execute a separate Non-Disclosure Agreement (the "NDA") with the Company, which shall be attached hereto as Mending Resolvers Compact and incorporated herein by reference. The NDA shall govern the confidentiality of the Parties' respective proprietary and confidential information.
Term and Termination
4.1 The term of this Agreement shall commence on the Producer Sign Up Date and shall continue on a month-to-month basis until terminated by either Party as provided herein (the "Term").
4.2 Either Party may terminate this Agreement for any reason or for no reason upon thirty (30) days' written notice to the other Party.
Miscellaneous
5.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and negotiations, whether oral or written, between the Parties relating to the subject matter hereof.
5.2 This Agreement may be amended only by a written instrument signed by both Parties.
5.3 The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.
5.4 This Agreement shall be governed by and construed in accordance with the laws of Utah IDR, without regard to its conflict of law principles.