This is an independent Contractor Agreement — Agreement For Content To Be Published On A Web Site. Between author and site owner.
Independent Contractor Agreement — Agreement For Content To Be Published On A Web Site
THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered into as of [insert date] (the “Effective Date”), by and between [name of Web site company] (hereinafter “Company”), a [state of incorporation] having offices at [insert address], and [name of columnist], an individual residing at [insert address] (hereinafter “Columnist”). Columnist and Company are sometimes referred to herein collectively as “Parties” and individually as a “Party.”
W I T N E S S E T H
WHEREAS, Columnist has [worked many years or significant experience] providing editorial content, news reporting, and opinion, writing on the subject of [insert applicable description, e.g., information technology], and Columnist is willing to act as an independent contractor to provide editorials and opinion pieces to Company; and
WHEREAS Company desires to have Columnist provide editorials and opinion pieces to be published on the Company Web site upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows.
1. Definitions. For purposes of this Agreement, the following definitions shall apply:
(a) “Article” or “Articles” shall mean any and all editorials and opinion writings dealing with [insert applicable description, e.g., information technology issues, information technology news, and reviews and opinion pieces concerning information technology products], in electronic or written format, first produced or created by Columnist in the performance of work or the rendition of services under this Agreement and delivered to Company.
(b) “Company Representative” shall mean [name of Company representative], an [title of Company Representative, e.g., assistant editor manager] at Company whose e-mail address is [e-mail address of Company Representative], or any alternate that may be designated by Company from time to time in writing.
(c) “Company Web site” means the Web site operated by Company at [insert address, e.g., http://www.Company.com].
(d) “Electronic Data Files” means data stored as audio files, graphic files, or video files, which may be included with the Article(s) when submitted to the Company Representative for publication on the Company Web site. Such audio, video, or graphic files may be submitted in the following electronic formats: JPEG files, GIF files, MPEG files, bitmap graphic files, Real Audio files, or in any other popular format for the storage of such data.
2. Services to be rendered by Columnist.
(a) During the term of this Agreement, Columnist shall prepare and submit to Company a series of Articles dealing with [insert description, e.g., information technology issues, information technology news, and reviews and opinion pieces concerning information technology products], or such topics as may be mutually agreed upon by the Parties.
(b) Columnist shall prepare [insert number, e.g., two] Articles per [insert applicable time period, e.g., month].
(c) Each Article shall be no less than [insert number, e.g., three thousand] and no more than [insert number, e.g., five thousand] words in length, or such other length as may be mutually agreed upon by the Parties.
(d) The first Article of each month shall be delivered to the e-mail address of the Company Representative on the [insert day, e.g., first (1st)] day of the month, and the second Article of each month shall be delivered to the Company Representative on the [insert day, e.g., fourteenth (14th)] day of the month.
(e) Columnist may, at [his/her] discretion, submit the Articles in the following electronic formats: as HTML encoded text (“*.htm or *.html files”), as a WordPerfect readable file, or as a Microsoft Word readable file.
(f) Columnist may, at [his/her] discretion, include Electronic Data Files when submitting the Article to the Company Representative for publication on the Company Web site. The total size of all electronic files should not exceed [insert size, e.g., two megabytes] per article.
(g) Columnist shall write the Articles and create the Electronic Data Files under the highest possible professional standard. Columnist agrees to modify, edit, or rewrite any provision of any Article as the Company Representative requests to ensure that the Articles meet the Company’s rigorous editorial standards.
(h) All Articles delivered hereunder shall be deemed accepted by the Company Representative if not rejected within [insert number, e.g., three] days of submission to Company. If the Company Representative requests editing of the Article by Columnist, the Company Representative shall provide specific editorial details and Columnist shall promptly correct and edit the Article, resubmitting it no less than [insert number, e.g., five] days after receiving the editorial request.
(i) The services to be rendered hereunder shall be performed by Columnist, and such services may not be subcontracted or otherwise performed by any third parties on behalf of Columnist without the prior written permission of Company.
3. Rights and duties of Company.
(a) Company agrees to publish on the Company Web site the first Article submitted each month no later than the [insert day, e.g., thirteenth (13th)] day of the month in which it is submitted, and agrees to publish on the Company Web site the second Article each month no later than the [insert day, e.g., last] day of the month in which the Article was submitted.
(b) Company agrees to provide a hypertext link to Columnist’s current Article on the main index page of the Company Web site at [insert address, e.g., http://www.Company.org/index.htm]. Company warrants that this page is the first page uploaded to the visitor’s browser when a visitor enters the URL [insert address, e.g., http://www.Company.com].
(c) Company agrees to maintain an archive of all Articles submitted by Columnist. Such archive may be accessed from a hypertext link that shall be placed at the bottom of each Article submitted by Columnist after its publication on the Company Web site.
(d) Company reserves the right to edit any and all Articles and Electronic Data Files submitted by Columnist.
(e) Company shall properly credit Columnist’s work as it is published on the Company Web site.
(f) Company reserves the right to edit any such Electronic Data Files submitted to limit their total size to less than [insert number, e.g., two megabytes]. Company reserves the right to edit or remove any such data files if it deems that the content of such files infringes the copyright, trademark or trade secret of another.
4. Rights in the Articles and Electronic Data Files.
The Articles and Electronic Data Files shall be deemed to be “works made for hire” under Federal Copyright Law, and Company shall hold exclusive right, title, and interest in and to the Articles and Electronic Data Files and all proprietary rights therein or based thereon. To the extent that any of the Articles and Electronic Data Files are not properly characterized as a “work made for hire,” then Columnist hereby irrevocably grants, assigns and otherwise transfers exclusively and in perpetuity to Company, its successors and its assigns, all rights of Columnist in the Articles and Electronic Data Files and all proprietary rights therein or based thereon whatsoever, now existing or hereafter discovered, in all media and forms of expression.
(a) As compensation in full for services to be performed hereunder, including the grant of rights and licenses in and to all Articles and Electronic Data Files, Company shall pay Columnist a fixed fee of [insert amount, e.g., five thousand dollars ($5,000)] per submitted and accepted Article, due and payable within [insert number, e.g., ten (10)] days after the publication of the Article on the Company Web site. Except as provided in Section 5(b), Columnist shall not be entitled to any other compensation from Company with respect to any services provided under this Agreement.
(b) Company shall reimburse Columnist for [necessary] expenses incurred by [him/her] in providing the services under this Agreement. Columnist shall obtain and provide Company with receipts for all expenses in excess of [insert amount, e.g., twenty-five dollars ($25)] and shall submit them to Company.
6. Confidentiality. Columnist shall not disclose or use for the benefit of any person or entity other than Company any, and all written or tangible confidential information disclosed by Company to Columnistas a result of this Agreement.
7. Term of Agreement.
(a) This Agreement shall be for a period of [insert term, e.g., one (1)] year from the Effective Date, unless terminated as provided herein.
(b) The term of any right or licenses under proprietary rights granted to Company as a result of or related to this Agreement shall be for the full term of such proprietary rights.
8. Warranties and representations.
(a) Columnist warrants and represents that [he/she] has the authority to enter into this Agreement and to perform all obligations hereunder, including, but not limited to, the grant of rights and licenses to the Articles and Electronic Data Files.
(b) Columnist warrants and represents that all the Articles and Electronic Data Files submitted by Columnist to Company under this Agreement will be original works of authorship by Columnist, and that no part of the Articles or Electronic Data Files shall in any way infringe the copyright, trademark or trade secret of another.
9. Indemnities. Columnist shall indemnify and hold Company harmless against any loss or liability to person or property arising out of the performance of Columnist under this Agreement.
(a) This Agreement may be terminated by either Party upon the occurrence of any of the following events, and the terminating or canceling Party shall have no liability to the other Party for the exercise of such right of termination:
(1) By either Party, in the event the other Party has breached a material covenant, obligation or warranty under this Agreement and such breach remains uncured for a period of thirty (30) days after written notice thereof is sent to such other Party. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party; or
(2) By either Party, in the event the other Party ceases to conduct business.
(b) If either Party terminates this Agreement pursuant to this Paragraph 10, Company shall have no further liability to Columnist, except to pay Columnist any and all monies due for any submitted and accepted Articles. Termination shall be in addition to any other rights and remedies that may be available to the Parties.
11. Force Majeure.
Neither Party shall be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, inclement weather, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, civil commotion, or labor disputes. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within [three (3)] business days of its occurrence.
12. Relationship of Parties.
Columnist is performing the services hereunder as an independent contractors and not as an employee of the Company. Neither Party is an agent of the other and shall have no right or authority to make any contract, sale or other agreement in the name of, or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.
13. Limitation of Liability.
EXCEPT FOR THE COLUMNIST’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
(a) This Agreement is the sole and entire agreement between the Parties relating to the subject matter hereof, and supersedes all prior understandings and agreements, whether written, oral, electronic or otherwise, relating to the subject matter hereof. This Agreement may be amended only by an instrument executed by the authorized representatives of both Parties.
(b) Any termination, cancellation or expiration of this Agreement notwithstanding, provisions in this Agreement that are intended to survive and continue shall so survive and continue.
(c) This Agreement shall be interpreted in accordance with the substantive law of the State of [insert state], without giving effect to its principles of conflicts of law. The Parties agrees that the federal and state courts of [insert county, state] shall have exclusive jurisdiction in any controversy relating to or arising out of this Agreement. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
(d) No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
(e) If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
(f) The captions of any articles, paragraphs or sections of this Agreement are inserted for convenience purposes only and are in no way intended to and shall not define, limit, control or affect the meaning or construction of any provision hereof and each section of this Agreement shall be known and interpreted by its plain meaning.
In witness whereof the Parties hereto have caused this Agreement to be executed by their duly authorized representatives and to be effective as of the date first above written.