AGREEMENT
(Freelance [insert title])
This agreement (“Agreement”), dated as of this ____ day of _____ 2008 by and
between [INSERT NAME OF FREELANCER], residing at [INSERT ADDRESS]
(“Freelancer”) and 1105 Media, Inc., a Delaware corporation, with its principal place of
business located at 9121 Oakdale Avenue, Suite 101, Chatsworth, CA 91311
(“Publisher”) sets forth the terms by which Freelancer shall provide services to Publisher.
1. Services: Freelancer shall provide services for Publisher’s ____________ Magazine
and/or the Magazine’s Web site and related electronic media (hereinafter called the
“Magazine”). In such capacity, Freelancer’s services shall include, but shall not be
limited to, writing [DEFINE WHAT FREELANCER IS TO WRITE] (e.g., a 2,500word piece in the area of [DESCRIBE CATEGORY OF FEATURE]); providing
copy for sidebars, providing reported and other pieces as agreed to in the assignment
letters (all of which are hereinafter called the "Work"). All assignments shall be
made by the Magazine’s Editor-in-Chief or his/her designee (hereinafter called the
“Editor.”). Freelancer understands and agrees that Publisher shall determine in its sole
discretion whether such Work shall be published in the Magazine and further, that
Publisher may publish such Work in any other Magazine, journal, website or other
media owned or operated by Publisher.
2. Term and Termination: The term of this Agreement shall be from the date of this
agreement until the date the article is filed and completed according to the Editor.
Publisher may terminate the use of Freelancer’s services at any time without cause
and without further obligation to Freelancer except for payment due for services prior
to the date of such termination by providing written notice to Freelancer.
3. Payment: In consideration for the services and Work provided by Freelancer, as set
forth herein, Publisher shall pay Freelancer a fee of $________ (the “Fee”) per word
for the agreed upon word count for a given assignment and reimburse Freelancer for
any expenses authorized by Publisher in accordance with paragraph 4, below.
Freelancer shall invoice Publisher upon the filing of the story with the Editor.
Payment shall be due only in the event that the Work is actually published by the
Publisher in either print or electronic form and will be made when Editor deems the
story completed according to the terms of the original assignment for the Work.
4. Expenses: Freelancer shall be liable for all expenses incurred by Freelancer unless
such expenses have been specifically pre-approved by Publisher in writing and
documentation of such expenses is provided to Publisher. From time to time
Publisher may invite Freelancer to attend meetings and events, and all reasonable
costs associated therewith (e.g., air fare, hotel, taxi fare) will be paid by Publisher.
Notwithstanding the foregoing, the accommodations, scheduling, location and all
other matters relating to said meetings and events shall be subject to the Editor’s sole
discretion.
5. Independent Contractor: Nothing contained herein shall be construed to create a
joint venture or partnership between Freelancer and Publisher. It is understood by the
parties that Freelancer is an independent contractor and not an employee of Publisher.
As such, Freelancer has full control of and responsibility for the methods and means
by which Freelancer accomplishes the performance of services under this Agreement,
but Freelancer shall not conduct himself in such a manner as to affect adversely the
good standing or reputation of Publisher. Freelancer shall maintain his own office
and shall not utilize the premises of Publisher. Freelancer shall be responsible for all
licenses to conduct the services set forth herein. Freelancer acknowledges and agrees
that, as an independent contractor, he is solely responsible for the payment of any taxes
and/or assessments imposed on account of the payment of compensation to him, or the
performance of services by him pursuant to the Agreement, including, without
limitation, any unemployment insurance tax, federal, state and foreign income taxes,
federal Social Security (FICA) payments, and state disability insurance taxes.
6. Materials: Publisher shall provide Freelancer with editorial schedule, and any other
materials that Publisher, in its sole discretion, deems necessary for Freelancer to
perform the services set forth herein. Publisher shall exclusively own all right, title
and interest in and to any materials it has created and provided to Freelancer, and
Freelancer may not modify, alter or amend any such materials in any way without the
express prior written consent of Publisher.
7. Work Made For Hire: In return for good and valuable consideration, the Work and
all results and proceeds of Freelancer's services shall be deemed to be a work made
for hire for Publisher within the meaning of the copyright laws of the United States.
Without limitation of the foregoing, Freelancer acknowledges that the Work is
specially ordered or commissioned by Publisher for use as contributions to collective
works and/or for use in compilations and/or in audiovisual works. Publisher (or its
designees or assignees) shall be the sole and exclusive owner for all purposes of the
Work and any and all rights therein including, without limitation, the copyright and
all renewals and extensions of copyright, and Publisher shall have the sole and
exclusive right to use or exploit the Work in whole or in part, throughout the
universe, in perpetuity, in any and all media, now known or hereafter devised, alone,
or together or as part of other works of any kind or nature. Publisher shall therefore
have all rights permitted to it under the copyright laws of the United States as well as
foreign jurisdictions. Freelancer hereby waives any “moral rights” (as said term is
commonly understood) Freelancer may have in and to the Work throughout the
universe.
8. Grant of Rights To The Work: To the extent that any of the Work does not, for any
reason, vest in Publisher as a work made for hire for the consideration set forth
herein, Freelancer hereby irrevocably and absolutely assigns, sets over and grants to
Publisher, its successors and assigns, in perpetuity, throughout the universe, all rights
in and to the Work, including without limitation: the sole and exclusive right to
exploit, revise and use the Work in any form of medium, expression, or technology
now known or hereafter known or developed; all copyrights and renewals and
extensions thereof, all of which Freelancer hereby represents are and shall at all times
be Publisher's sole and exclusive property, free from any adverse claims or rights
therein by any third party; and the right to make any and all additional contracts,
agreements and arrangements (including without limitation, all licenses and
assignments) with respect to the Work, all rights in and to the Work, and any and all
decisions affecting the Work. All media promotion relating to the Work or
exploitation of the Work shall be done by Publisher or its agents, licensees and/or
assigns.
9. Consultation and Attribution: Freelancer acknowledges and agrees that Freelancer
shall have no rights of consultation and/or approval with respect to Publisher's
exploitation, revision and/or use of the Work. Freelancer further acknowledges and
agrees that in its sole discretion, Publisher may elect to use, and/or license others to
use, Freelancer 's name, approved likeness and/or any approved biographical
information Freelancer has provided to Publisher. This paragraph constitutes a
waiver under California Civil Code § 3344 et seq., and similar rights granted by those
or any other jurisdictions. Moreover, Freelancer hereby waives, forfeits, relinquishes
and abandons all rights of attribution and/or attribution and/or integrity that
Freelancer may otherwise have had with respect to the Work.
10. Warranty of Originality and Non-infringement: Freelancer represents and
warrants that: (a) Freelancer is, or will be, the sole author of the Work and has made
no commitments with any others with respect to it or its use; (b) the Work is original,
and does not infringe upon any statutory or common law copyright, proprietary right,
or any other right of any other person; (c) the statements in the Work are or will be
true (except with respect to any such Work that is fiction); and (d) the Work has not
heretofore been published or used in any medium for any purpose. Freelancer shall
indemnify and hold harmless Publisher from any and all loss, damage and expenses
(including attorney’s fees) incurred by Publisher by reason of any claim or the
defense of any claim, arising from the breach or alleged breach of any of the
representations and warranties made by Freelancer.
11. Power of Attorney: By execution of this Agreement, Freelancer irrevocably
constitutes and appoints Publisher, with full power of substitution, to be Freelancer's
true and lawful attorney, in Freelancer's name, place and stead, to execute,
acknowledge, swear to and file all instruments, conveyances, certificates, agreements
and other documents, and to take any action which shall be necessary, appropriate or
desirable to effectuate the terms of this Agreement. The powers of attorney granted
shall be deemed to be coupled with an interest and shall be irrevocable and survive
the occurrence of the death, disability or bankruptcy of the grantor.
12. Assignment: This Agreement shall be binding on the parties hereto and their
respective successors and assigns. Neither party may, or shall have the power to,
assign this Agreement without the prior written consent of the other, except that
Publisher may assign its rights and obligations under this Agreement without the
approval of Freelancer to an entity that acquires all or substantially all of the assets of
the Magazine; provided that in no event shall such assignment relieve Publisher of its
obligations under this Agreement.
13. Non-Compete: During the term of this Agreement, Freelancer shall not render
services to any publication competitive with Publisher’s publications, including, but
not limited to, [INSERT COMPETITOR PUBLICATIONS’ NAMES]. In the event
this Agreement is terminated, or upon its expiration, the obligation not to compete
under this paragraph shall terminate effective as of the date of such termination or
expiration.
14. Confidentiality: During the term of this Agreement, and after the termination or
expiration thereof, Freelancer shall maintain in strict confidence the terms of this
Agreement and any and all materials and other information provided to Freelancer by
Publisher. Freelancer may not disclose nor make available to any third party any
information regarding the Work, Freelancer's services for Publisher, or any
information concerning any aspects of Publisher's operations.
15. Notices: Any notices of communication under this Agreement shall be in writing and
shall be deemed delivered (a) on the same day if hand delivered, (b) by the next
business day if sent by overnight courier or by facsimile (with confirmation), or (c)
within three (3) business days if sent by regular mail. Such communication will be at
the address first set forth above or such other address as either party may in the future
specify to the other party in writing in accordance with this notice provision.
16. Indemnification: Freelancer further agrees and undertakes to indemnify and hold
harmless Publisher, its officers, directors, agents, employees and the successors or heirs
of any of them, from any and all liability, loss, damages, expenses, penalties and/or
judgments arising out of any failure of Freelancer to make any payment of taxes
required to be made by Freelancer under this Agreement.
17. Governing Law: This Agreement shall be governed by and construed in accordance
with the laws of the State of California, in the United States, without regard to its
choice of law rules. Any action brought in connection with or arising out of this
Agreement must be brought in the County of Los Angeles, State of California.
18. Entire Agreement: This Agreement sets forth the entire understanding and
agreement of the parties as to the subject matter herein, and supersedes all prior
agreements and representations, whether written or oral, with respect to the subject
matter of this Agreement. No modification, amendment, supplement to or waiver of
this Agreement, or any of its provisions, shall be binding upon the parties hereto
unless made in writing and duly signed by both parties.
19. Counterparts: This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which shall together constitute
one and the same Agreement.
20. No Waiver: No waiver shall be effective unless in writing signed by an authorized
Freelancer of the party against whom enforcement of the waiver is sought. Neither
the failure of either party to exercise any right of termination, nor the waiver of any
default or breach, shall constitute a waiver of the rights granted in this Agreement
with respect to any subsequent other default or breach.
21. Severability: In the event any one or more of the provisions of this Agreement is
invalid or otherwise unenforceable, the enforceability of the remaining provisions
shall be unimpaired.
22. Remedies: The rights and remedies of the parties as set forth in this Agreement are
not exclusive and are in addition to any other rights and remedies available to them at
law or in equity.
23. Headings: The section headings in this Agreement are intended for reference
purposes only and shall in no way be construed to modify or restrict any of the terms
or provisions of this Agreement.
In witness whereof the parties have executed this Agreement intending to be
legally bound effective the date above first written.
Agreed and Accepted:
Agreed and Accepted:
FREELANCER
1105 Media, Inc.
By: _____________________________
[INSERT NAME]
By: _____________________________
[INSERT NAME]
[TITLE]
________ Magazine
Date: ___________________________
Date: ___________________________