1. TheNewspaperStand is a private company limited by shares registered under the laws of the Federal Republic of Nigeria and having its office at Plot 3, Block E, Isolo Industrial Scheme, Oshodi – Apapa Express Way, Lagos State, Nigeria.
2. TheNewspaperStand is a Digital, Mobile, and Tablet Publishing Company offering innovative solutions that provide Newspapers and Magazine readers with the complete digital version of Newspapers and Magazine titles delivered electronically.
3. TheNewspaperStand has designed and developed a customized kiosk mobile application that can take multiple newspaper and magazine titles in Nigeria including but not limited to page turning software for PC and Mac, the New HTML5 for handheld devices (mobile compatible iPad, iPhone & Android), custom-built kiosk app to host all proposed titles using the PDF replica cosmo template and custom landing pages for digital desktop and app solutions.
4. The Publisher is a private company limited by shares duly registered under the laws of the Federal Republic of Nigeria licensed to carry on business as Newspaper and Magazine Publisher/Media.
5. TheNewspaperStand and the Publisher have agreed to enter into this agreement to set out the terms and conditions of their relationship
Furthermore, I/We agree
1. EFFECTIVE DATE
1.1 This agreement shall become effective from the date of registration of this agreement and shall remain in force unless terminated in accordance with Clause 7 of this agreement.
2.1 All subscription revenue accruing from the platform for Vendor’s subscribers shall be shared between TheNewspaperStand and the Publisher in the ratio of 70%: 30%:
30% to TheNewspaperStand and 70% to the Publisher.
3. THE NEWSPAPERSTAND AND PUBLISHERS’ UNDERTAKEN
3.1 TheNewspaperStand shall ensure publication of the title headline sent in by the Publisher within the agreed timeframe and duration.
4. MUTUAL AGREEMENT, COOPERATION AND DISCLOSURE
4.0 The parties shall cooperate with each other and act in fairness and good faith to enable the other discharge its duties accordingly and shall respond promptly to requests properly made by the other for approvals, information and/or assistance needed to achieve and realize the full objectives of this agreement.
4.1 The parties shall, at all times, make full disclosure of all relevant information, data reports and opinions needed to achieve and realize the full objectives of this agreement to the other party.
4.2 The parties shall not use the name of either of the parties for any other purpose and/or other transaction/contract other than the transaction covered by this agreement.
4.3 The parties shall not use the name of either of the parties to borrow money from bank and/or financial institutions nor pledge, charge or mortgage either party’s asset as security for loan from individual, group of persons, corporate body and/or financial institutions.
5. REPRESENTATIONS AND WARRANTIES
5.1 The parties represent and warrant that they shall during the period of this Agreement:
1. Exercise their best endeavors using their skills and experiences to perform their respective obligations to the reasonable satisfaction of the other.
2. Act loyally and faithfully and in such a manner that is reasonably consider to be most beneficial to the parties’ interest.
3. Not engage in any conduct which may be prejudicial to the parties’ interest.
4. Not incur any liability on behalf of the other.
5. Comply with all the rules, regulations and policies guiding their respective operations.
6. Obtain and renew all relevant licenses and approval.
7. Not assign, transfer or purport to assign this Agreement or their rights thereunder or any part thereof to a third party without obtaining the previous consent in writing of the other.
6. TIMING AND DELAYS
6.1 The parties recognize and agree that failure to deliver the title headlines in accordance with the delivery schedule detailed will result in expense and damage to TheNewspaperStand. The Publisher shall inform TheNewspaperStand immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken.
7.1 Either party may terminate this Agreement by three (3) months prior written notice to the other party if that other party:
1. Remains in breach of a material obligation under this Agreement for more than 14 days after the injured party has given the breaching party a written notice specifying the breach and requiring its remedy; or
2. Enters into liquidation or any composition with its creditors, or has a resolution passed to wind up or has a receiver or administrator appointed over all or any part of its assets, or ceases permanently to trade or threatens to do so.
7.2 Termination of this Agreement howsoever will not affect any rights or obligations of either party, which have accrued as at the date of termination.
8.1 Except with the prior written consent of the other parties, the parties shall not use or disclose to any third party (other than for the purpose of performing his services under this agreement) the terms and conditions of this agreement or any information which is confidential.
9. COMPLIANCE WITH LAWS AND REGULATIONS
9.1 The parties shall in the performance of their obligations under this agreement comply with all applicable International, Federal, State, Local Laws, Regulations and Guidelines.
10. NATURE OF RELATIONSHIP
10.1 The parties agree to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other.
11. NO CONFLICT OF INTEREST/OTHER ACTIVITIES
11.1 The Publisher hereby warrants to TheNewspaperStand that, to the best of its knowledge, it is not currently obliged under any existing contract or other duty that conflicts with or is inconsistent with this Agreement.
11.2 The parties shall during the term of this agreement be free to engage in other development activities; provided, however, the Publisher shall not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the obligations or the scope of Services to be rendered for TheNewspaperStand pursuant to this Agreement.
12.1 The headings of any Article, Section or part thereof are inserted for purposes of convenience only and shall not form part hereof and shall not be considered in the interpretation hereof.
13.1 Any notice, demand, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if served personally upon the party or a representative or officer of the party for whom it is intended, or mailed by certified or registered mail, postage prepaid at such address to such officers as a party may from time to time advise to the other parties by notice in writing. The date of receipt of any such notice, demand, request, consent, agreement or approval if served personally shall be deemed to be the date of delivery thereof, or if mailed as aforesaid, the second business day following the date of mailing.
14.1 The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, but this Agreement shall be construed and enforced as if such invalid or unenforceable provision was omitted.
15.1 No amendment, alteration, change, qualification or modification of this Agreement shall be valid unless it is in writing and signed by both parties hereto and any such amendment, alteration, change, qualification or modification shall be adhered to and have the same effect as if they had been originally embodied in and formed a part of this Agreement.
16.1 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
17. PAYMENT SOLUTION PLATFORM:
17.1 Payment processing details are automated by a click on withdraw button.
18. DISPUTE RESOLUTION
In the event of any dispute or difference arising between the parties hereto relating to or arising out of this agreement, including the implementation, execution, interpretation, rectification, termination or cancellation of this agreement, the parties shall forthwith meet to attempt to settle such dispute or difference, and failing such settlement within a period of fourteen (14) days, the said dispute or difference shall be submitted to arbitration in Lagos State, Nigeria in accordance with the Arbitration and Conciliation Act CAP. A18 Laws of the Federation of Nigeria 2004 and/or in line with the Arbitration and Conciliation Laws in force in Lagos State as at the time of the dispute or differences.
19. GOVERNING LAW
19.1 This Agreement is governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
20. ENTIRE AGREEMENT
This Agreement embodies the entire and final agreement of the parties and no representations, warranties, agreements, understandings, verbal or otherwise, exist between the parties except as herein expressly set out.