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Online Course Development Agreement


This is a Service Agreement suitable for online course developer service. Under this agreement, a service provider develops an online course for a Client at an Agreed Price. This agreement is drafted in Neutral Form

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Document Description

The Online Course Development Agreement is a legal document that outlines the terms and conditions between the Course Developer and the Client for the creation and supply of course materials for online distribution. This agreement is important as it establishes the rights and responsibilities of both parties and ensures that the work is completed in a timely and satisfactory manner.


The agreement begins with an interpretation section, which defines key terms used throughout the document. It clarifies that the Course Developer is responsible for creating and supplying the course materials, while the Client is the party engaging the services.


The Course Developer's obligations are outlined in section 2. It states that the Course Developer agrees to provide the services to the Client and to do so with the best and commercially reasonable efforts. The Course Developer must perform the agreement in a professional and diligent manner, complying with all applicable laws and regulations. Any services outside the scope of the agreement require a separate agreement.


Section 3 addresses the completion of the work. It emphasizes that time is of the essence, and the Course Developer must complete the work by the agreed-upon completion date. If there are any delays, the Client may grant an extension, taking into account the reasons for the delay. If the work is not completed by the completion date, the Client is entitled to liquidated damages per week.


Revisions are covered in section 4. The Client is entitled to a certain number of revisions of the deliverables produced by the Course Developer. Any additional revisions beyond that amount will be charged at a specified rate.


Section 5 discusses the fees for the services. The Client agrees to pay the Course Developer a fee, and the payment terms are outlined in a schedule. The Course Developer will invoice the Client prior to the payment date, and late payments will incur a late charge.


The agreement establishes that the Course Developer is an independent contractor and not an employee or agent of the Client. Both parties agree to provide warranties and indemnities, with the Course Developer notifying the Client of any delays or problems and the Client reporting any defects in the services.


The term and termination of the agreement are addressed in section 8. The agreement will be effective for a specified period or until the completion of the services, with the option for either party to terminate with written notice. Termination may occur for various reasons, including non-payment or failure to proceed diligently with the services.


Ownership of materials is covered in section 9. The intellectual property and related materials produced or developed under the agreement become the property of the Client. The Course Developer may not use the Client's intellectual property without written consent.


Confidentiality obligations are outlined in section 10. Both parties agree to keep the terms of the agreement and any confidential information confidential, except in certain specified circumstances.


The agreement also addresses announcements/publicity, amendment, assignment, severability, further assurance, warranty of capacity and power, force majeure, and no rights under contracts for third parties.


Notices and service are covered in section 20, and counterparts are allowed for the execution of the agreement.


Overall, this agreement is crucial for establishing the rights and obligations of the Course Developer and the Client in the creation and supply of course materials for online distribution.

How to use this document?

To use the Online Course Development Agreement, follow these steps:


1. Review the agreement: Familiarize yourself with the terms and conditions outlined in the agreement. Pay attention to the definitions, obligations, completion of work, revisions, fees, and other important sections.

2. Customize the agreement: Fill in the necessary information, such as the names and addresses of the Course Developer and the Client, the completion date, damages, revisions, fees, and any other relevant details.

3. Negotiate and finalize: Discuss any specific requirements or changes with the other party. Make sure both parties agree on the terms before finalizing the agreement.

4. Sign the agreement: Once the agreement is customized and agreed upon, sign it along with the other party. Each party should keep a copy of the signed agreement for their records.

5. Perform the services: The Course Developer should provide the services in accordance with the terms of the agreement. Ensure that the work is completed by the agreed-upon completion date and meets the quality standards specified.

6. Handle revisions and payment: If the Client requests revisions beyond the agreed-upon number, charge them at the specified rate. Invoice the Client prior to the payment date and follow up on any late payments.

7. Maintain confidentiality: Both parties should keep the terms of the agreement and any confidential information confidential, except in the specified circumstances.

8. Terminate if necessary: If either party wishes to terminate the agreement, provide written notice as specified in the agreement. Handle any outstanding balances or compensation for work completed.

9. Protect intellectual property: Ensure that the Course Developer does not use the Client's intellectual property without written consent. The Course Developer may retain authorship credit in the work and use it in their portfolio.

10. Seek legal advice if needed: If there are any uncertainties or disputes regarding the agreement, consult with a legal professional for guidance.


Note: This guidance provides a general overview and should not be considered legal advice. It is important to consult with a legal professional to ensure compliance with applicable laws and regulations.

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