In consideration of the premises and the mutual agreements herein contained it is understood and agreed as follows:
1. Writer is an Independent Contractor engaged in an independent business and is not an employee, agent, partner or joint venture of or with the Publisher. The Writer shall not hold himself/herself out to the public as an employee, agent, partner of or with the Publisher.
2. In consideration of the engagement of the undersigned independent contractor by the Publisher, the Writer hereby acknowledges and agrees that all of the results and proceeds of every kind of the services heretofore and hereafter rendered by the Writer for the Publisher, including, but not limited to, newspaper articles, stories, reports, memoranda, drawings, photographs, ideas, suggestions, titles, designs and other work (collectively the "Work"), are and shall be assigned to the Publisher. The Publisher shall exclusively own in perpetuity all now known or hereafter existing rights of every nature worldwide pertaining to such Work in or as part of any version of the Publisher's publications that are published in print or displayed through computer-assisted and other interactive media such as the Internet and World Wide Web (collectively the "Rights"). Writer hereby irrevocably grants and assigns to the Publisher all of its right, title, and interest in and to the Work (and all Rights thereto) not so vested free from any restrictions and limitations, including, but not limited to, the right to sue for past infringement, the right to use, and/or have any person or entity working with or for the Publisher use the Work or any portion thereof, in or as part of any version of the Publisher's publications which are published in print or displayed through computer-assisted and other interactive media such as the Internet and World Wide Web, and to execute all additional documents to effectuate said grants and assignments, to enable the Publisher to apply for registration of copyright therein, and to receive said Certificate of Registration.
3. Writer shall author a Work of approximately 200-400 words on a variety of subject(s) more fully described in Exhibit "A" annexed hereto and made a part hereof of this agreement.
4. Writer, for authoring said Work, shall receive payment agreed upon for each article completed, submitted and accepted by the Publisher. The Publisher will pay the Writer by (1) PayPal or (2) check on the 1st and the 15th day of each month for all Work submitted and approved by the Publisher. If the 1st or the 15th occurs on a Saturday or Sunday, payment will be made the following business day.
5. The Writer acknowledges and represents that time is of the essence in the completion of the Work and that Writer can complete articles and submit them to the Publisher by e-mail at an agreed upon time (hereinafter "due date"). The Writer acknowledges and represents that he/she can complete the Work by the due date and that this representation is a material term and condition of this Agreement. The Writer acknowledges and agrees that if he/she fails to adequately complete the Work by the due date the Publisher has the sole right to cancel this Agreement.
6. Writer warrants that the work is or will be original, that the Publisher shall not be required to make payments to any third party in connection with the Publisher's use or exploitation of the Work or any portion thereof, that the Work does not and will not infringe upon or violate any intellectual property right or other right of any person or entity, and that Writer is free to grant all rights granted and make all agreements made by Writer under or pursuant to this Agreement.
7. The Writer acknowledges and agrees that the Publisher may use, reproduce, edit, revise, change, add to, take from, translate, reformat, or reprocess the Work in any manner the Publisher may at its sole discretion determine including, but not limited to, reformatting the Work for use in or as part of any version of the Publisher's publications that are published or displayed through computer-assisted and other interactive media such as the Internet and World Wide Web.
a. The Work must conform to general readability standards as determined by the Publisher. The Writer acknowledges and represents that if the Work fails to conform to the general readability standards, the Publisher has the sole right to cancel this agreement.
b. If the Work is deemed inappropriate by the Publisher at the time of submission or publication, either for content or space reasons, the Publisher has the sole right to cancel this agreement.
8. The Publisher will have the sole right to cancel this Agreement if the Writer breaches any term or condition of said Agreement. The Publisher will not pay cancellation fees, nor will it pay any monies to any Writer for any article cancelled.
9. No workers' compensation, unemployment, disability or other insurance has been or will be obtained by the Publisher on account of Writer or his/her employees except that the Publisher reserves the right to insure itself from and against any claims arising out of the conduct of Writer in the performance of this Agreement. The Writer agrees to be treated as an Independent Contractor for all employment purposes. Therefore, no payroll deductions for employment taxes or insurance of any kind shall be paid by the Publisher for or on Writer's behalf. Payroll deductions, employment taxes and insurance that are subject to this paragraph include but are not limited to FICA, federal, state, and local income tax withholding; state disability insurance; state unemployment insurance; and workers compensation insurance.
10. Writer will, upon the Publisher's request, execute, acknowledge, and deliver to the Publisher any and all documents the Publisher may deem necessary to evidence and effectuate all or any of the Publisher's rights under this Agreement.
11. This is the entire Agreement between the parties. No statement or promise, unless set forth herein, has been made on behalf of the Publisher by any employees or representatives of the Publisher.
12. Should any provision of this Agreement be void or unenforceable, such provision shall be deemed omitted from this Agreement which, without such provision shall remain in effect. This Agreement may not be amended or any of its provisions waived except by an instrument signed by the party or parties. This Agreement shall be interpreted in accordance with the laws of the State of Idaho, without regard to principles of conflicts of laws.
13. Writer agrees to hold the Publisher harmless from and against all damages, losses, costs, expenses (including reasonable attorneys' fees and costs) that the Publisher may suffer or incur by reason of the breach of any of the representations, warranties, or agreements made herein.
14. Any and all contractual or statutory disputes arising, relating, or referring to the meaning, interpretive enforcement, or effect of this Agreement, including the arbitrability of any issue, dispute, or contractual relationship with the Publisher, shall be determined by arbitration in accordance with the rules of the American Arbitration Association (AAA) then obtained before a single arbitrator in the state of Idaho, and the Commercial Rules of such Association as are then in effect. The determination or award rendered therein shall be binding and conclusive upon the parties, and judgment may be entered thereon in accordance with applicable law in any court having jurisdiction thereof. Any claim must be asserted within three (3) months of the time the claim or controversy arises.
Exhibit A: Work to be performed
Each article will typically range between 200 and 400 words in length and will be written on a topic provided to the Writer by the Publisher.
Each article will focus on one unique keyword phrase provided to the Writer by the Publisher. This keyword phrase will be used once in the headline of the article and three to four times within the body of the article.
Each article will be checked for spelling accuracy and correct grammar by the Writer prior to submission to the Publisher.
Each article will be checked for accuracy of the information presented by the Writer prior to submission to the Publisher.
Each article will be submitted individually by the Writer to the Publisher by using the submission form.