Thank you for agreeing to contribute your freelance work to xxx.com. Please complete the bottom portion of this contract and send the entire contract, all pages, back to your assigning editor. It is fine to fax it to us to expedite this process. We do need the following contract signed and returned before we can confirm publication and send you the payment for your piece. If you have any questions, please call or e-mail us.
NOTE: You only need to complete one contract for [Publication], per calendar year. This will serve as an agreement for all subsequent pieces during this year.
Basic fee. Upon acceptance and publication of your article, [Publication] will pay you a Basic Fee, as agreed to and set out herein.
Payment due. Payment shall be due within 14 days upon publication of the article so long as this contract is signed and received by [Publication] prior to publication. If the contract is signed after publication of the article, we will send payment 30 days after we receive your signed contract.
Kill fee. If an article you have been assigned is ultimately not accepted for publication, you will be paid a "kill fee" of 25 percent (25%) of the Basic Fee.
Deadlines. If your article is submitted more than three days past the mutually agreed upon deadline, [Publication] has the right to refuse its submission and withhold any "kill fee."
Delivery. You will provide an electronic copy of each article to [Publication] in the format reasonably requested by [Publication] upon or before the deadline date for each article, which shall be agreed upon by the parties.
Editing and Preparation for Publication. If requested, you agree to provide [Publication] with sources and research materials used in preparing the article, including notes, transcripts and tapes. [Publication] has the right to alter the spelling, grammar usage and style of any Article to conform to [Publication] editorial standards. [Publication] will obtain your approval of any material editorial changes to any article, and such approval shall not be unreasonably withheld.
Grant of License. (a) In exchange for payment, you grant [Publication] a perpetual, worldwide license to reproduce, modify, distribute, publicly perform, publicly display the article (i) on the xxx.com website located at www.xxx.com (or any other Web site owned, controlled, syndicated, published co-published by [Publication]) ("Site"), (ii) [Publication] presentations regarding the Site and (iii) in written and electronic supplemental material designed to promote or market the Site. Included in the display rights outlined above is the right to electronically archive the article for retrieval by users of the [Publication] Site in perpetuity. The rights in each article are exclusive for three (3) years after the first display of each such article on the Site ("Period of Exclusivity"). Exclusive means without limitation that you agree not to offer the article to any third party to reproduce, modify, distribute, publicly perform or publicly display in any form or format, unless otherwise negotiated.
(b) Author's Re-use. After the period of exclusivity, you have the right to re-sell the article to any market or medium, including without limitation, television, film, video, print (including, without limitation, books) and audio, alone or as part of a larger work; provided, however that you shall request proper credit, such as "This article first appeared in [Publication], a Web site located at http://www.xxx.com."
Re-use. You grant [Publication] the perpetual non-exclusive right to license or syndicate the use or adaptation of your article(s) to any other medium or market, now existing or hereafter developed. Should [Publication] receive a fee for such license, you will receive 25 percent (25%) of the applicable pro rata net proceeds from said fee. (Newspaper syndication is excluded -- you will not receive an additional fee for such reuse.)
Warranty. You warrant (a) that you are the sole author(s) of the article; (b) that the article has not been previously published elsewhere (unless otherwise agreed); (c) you have used reasonable care to make sure all facts and statements in the article are true; (d) that the article is not defamatory, and does not infringe the copyrights, trademarks or other rights of another person; (e) discloses no information given to you in confidence; (f) contains nothing unlawful; and (g) all statements in the article asserted as facts are either true or are based upon reasonable research for accuracy.
Indemnification. In the event of any claim, action or proceeding based upon an alleged violation of any of the warranties contained herein, (a) [Publication] shall have the right to defend and settle the same through counsel of their own choosing, and (b) you shall indemnify and hold harmless [Publication] and licensees of rights in the article (and the officers, directors and employees of such entities) against any damages sustained and expenses (including reasonable counsel fees) incurred. If any such claim, action or proceeding is instituted [Publication] shall promptly notify you, and you shall fully cooperate in the defense thereof. In order to ensure fulfillment of your obligations under this section [Publication] may withhold payments of reasonable amounts due you under this or any other agreement between you and [Publication]. These warranties and indemnities shall survive the termination of this agreement.
Table Talk. Should your article become a discussion topic in [Publication]'s Table Talk conference area, you agree to participate in the online discussion, for no additional fee unless otherwise negotiated, at a mutually agreed time and manner.
Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches any term of the Agreement and such breach is not cured within thirty (30) days after such party's receipt of a written notice of such breach. The terms and conditions of Sections 7, 8, 9, 10 and 13 will survive any termination of this Agreement.
Governing Law and Dispute Resolution. This agreement shall be governed in all respects and in accordance with the laws of the United States and this State, without respect to this State’s conflict or choice of law rules. All disputes between the parties shall be settled by binding arbitration in this State to be conducted in accordance with the rules of the American Arbitration Association.
Taxpayer Identification Number. You certify that the Taxpayer Identification Number (Social Security Number) entered below is correct, and that you are not subject to backup withholding because (a) you are exempt from backup withholding, or (b) you have not been notified by the Internal Revenue Service that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified you that you are no longer subject to backup withholding.
We look forward to working with you at [Publication].