By accepting assignment/request for content from editor, you agree to the following terms:
This Freelance Contributor agreement (this “Agreement”), dated as of the date reflected on signed Schedule A, is made by and between Great American Publishing, Inc., (d/b/a Great American Media Services) (“Company”) and (“Contributor”).
1. Term. This Agreement is effective from the date first set forth above until terminated by either party by written notice to the other (the “Term”). In the event that Contributor terminates by written notice, prior to delivering all commissioned Works, the termination shall only be effective after delivery of the last commissioned Work.
2. Works. From time to time during the Term, Contributor may create and provide to Company certain works of authorship as provided in Schedule A, supplemental additional Schedule A’s or as instructed by Company in writing from time to time (each, a “Work” and, collectively, the “Works”).
The terms and conditions of this Agreement apply to all Works that are commissioned by Company during the Term, regardless of whether any such Works are completed or required to be completed prior to expiration or earlier termination of the Term.
3. Contributor Responsibilities. With respect to each Work commissioned during the Term, Contributor shall:
(a) deliver each Work to Company on a timely basis in the formats and on or via the media, and to the address, set forth herein, or as otherwise specified by Company and in conformance with any style or content requirements, when the Work is commissioned;
(b) to the extent required by law, prior to delivery of each Work, obtain from all persons who are, or whose property is, identified, depicted, or otherwise referred to in such Work, such written and signed licenses, permissions, waivers, and consents (collectively, “Permissions” and each, individually, a “Permission”), including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for Company and its licensees, successors and assigns, to exercise their rights in each Work, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person;
(c) prior to or concurrently with delivery of such Work, provide Company with an executed original of each such Permission;
(d) in the event that the Work is unacceptable to Company, fails to meet the requirements of Schedule A, or breaches the terms of this Agreement, Company in its sole discretion may allow time for Contributor to update, revise or otherwise recreate the Work; however, if the recreated is still unacceptable to Company in its sole discretion, Company may decline to accept the Work; and
(e) Contributor agrees that during creation of the Work, Contributor may be in contact with or directly working with proprietary information that is important to Company and its competitive position. Contributor agrees to treat all such information in strict confidence and not to disclose such information to any third party without the express written consent of Company.
4. Non-Commissioned Works. Contributor may submit work that has not been commissioned (“Non-Commissioned Work”), on Contributor’s sole initiative to Company, and Company in its sole discretion shall decide whether or not to publish such Non-Commissioned Work. Contributor shall upon submission of Non-Commissioned Work allow Company 15 days to exclusively consider such Non-Commissioned Work for publication and if Company does not accept such Non-Commissioned Work within the 15 day period, Contributor shall be free to submit the Non-Commissioned Work to a third party for publication. In the event that Company does accept the Non-Commissioned Work, Contributor agrees that the Non-Commissioned Work shall become Work and governed by the terms and conditions of this Agreement.
5. Grant of Rights. Company is and will be the sole and exclusive owner of all right, title, and interest in and to the Works, including all copyrights and other intellectual property rights therein. In furtherance of the foregoing, Contributor shall create each Work as a work made for hire as defined in Section 101 of the Copyright Act of 1976 and Company is and shall be considered the sole and exclusive author of each Work for all purposes. To the extent any Work or any part thereof does not qualify as, or otherwise fails to be, work made for hire, Contributor shall, and hereby does, (a) irrevocably assign, transfer, and otherwise convey to Company, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Work, including all copyrights and other intellectual property rights therein; and (b) irrevocably waive any and all claims Contributor may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to such Work. Company shall have the right to file for and register copyright rights in the Work in its own name, in any tangible medium of expression now known or later developed and the rights conferred to Company by this Agreement shall be exclusive. Contributor hereby agrees that Company shall not be limited in any manner in the use of the Work, including in any medium or format, including translation into other languages, serial rights, electronic rights, and reprint rights, and Company shall be allowed to edit or change the Work into other formats, mediums including create derivative works of the Work, without further compensation to Contributor. Unless Contributor obtains prior written approval from Company, Contributor shall not write an article or give an interview on a subject similar.
6. Use of Contributor’s Name, Likeness, and Information. Contributor hereby grants to Company and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns, the right to use Contributor’s name, image, likeness, and biographical and professional information provided by Contributor from time to time in connection with the Works and any Adaptations, including to advertise and promote the same or any product or service that features or includes at least one of the Works, in whole or in part, as provided by Contributor unmodified or as Adapted.
(a) In full consideration of Contributor’s creation and timely delivery of each Work and subject to Section 7(b), Company will pay Contributor a one-time fee in the amount agreed by the parties when the Work is commissioned, or as specified in Schedule A for Non-Commissioned Work. Under no circumstances will Contributor be paid on an hourly, daily or other basis that is a function of time. No other amounts shall be payable to Company to Contributor, except as specifically detailed in Schedule A below.
(b) Company’s payment obligation is conditioned on its receipt of a properly completed IRS Form W-9 and all work is uploaded to proper upload portal provided by assigning editor. In addition, Company is not obligated to pay Contributor for any Work that is delivered late or does not comply with this Agreement, including the criteria for such Work as specified when such Work is commissioned, unless Company publishes the Work as it may decide in its sole discretion.
(c) Payment will be made within fifteen (15) days of publication of the Work, or posting the Work publicly. Company shall have the sole and exclusive authority to determine whether or not to publish any and all Work, or remove any Work from publication.
8. Attribution. Company has the right, but not the obligation, to provide Contributor with the source attribution of each Work in connection with any publication of such Work in its entirety according to Company’s standard practice.
9. Representations and Warranties. By providing any Work to Company, Contributor hereby represents and warrants that such Work:
(a) is Contributor’s sole and original creation;
(b) has not been, and prior to Company’s publication thereof will not be, published or otherwise made publicly available, in whole or in part;
(c) is not and does not contain material that is obscene, libelous, otherwise defamatory, or otherwise contrary to law, has not been obtained in whole or in part by unlawful means, and does not include any trade secrets of proprietary information of any third party;
(d) is not owned in whole or in part by any third party, and does not, and use thereof will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy; and
(e) is accurate and truthful.
10. Indemnification. Contributor shall indemnify, defend, and hold harmless Company and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any breach by Contributor of its representations, warranties, or other obligations hereunder.
11. Relationship of the Parties.
(a) Contributor is an independent contractor of Company, and this Agreement will not be construed to create any association, partnership, joint venture, employee, or agency relationship between Contributor and Company for any purpose. Contributor has no authority (and shall not hold itself out as having authority) to bind Company and shall not make any agreements or representations on the Company’s behalf without Company’s prior written consent.
(b) Contributor is not eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing, or retirement benefits, or any other fringe benefits or benefit plans offered by Company to its employees.
(c) Company is not responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Contributor’s behalf. Contributor is solely responsible for all such taxes and contributions, including penalties and interest, and reporting and payment thereof.
12. Changes. Contributor agrees that Company may make any changes, additions to the Work, add illustrations and other content, which Company may in its sole discretion consider necessary, and Company may engage others to do any or all of the foregoing, with or without attribution to Contributor. In addition, Company may make changes it deems desirable, including but not limited to changing written articles into video or audio format, or videos into written format, as well as other desired changes. In addition, Company may choose to not publish or move the Work to a future issue, for any reason in the sole discretion of Company.
(a) This Agreement is personal to Contributor. Contributor shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13(a) is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(b) This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the city of Grand Rapids and County of Kent, Michigan in any legal suit, action, or proceeding arising out of or related to this Agreement or any Works.
(c) This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. Sections 3, 5, 6, 8, 9, 10 and 11 shall survive termination of this Agreement.
IN WITNESS WHEREOF, Company and Contributor have executed this Agreement as of the date provided on Schedule A.
GREAT AMERICAN PUBLISHING, INC.,
(D/B/A GREAT AMERICAN MEDIA SERVICES)
Great American Media Services
75 Applewood Drive, Suite A
P.O. Box 128
Sparta, Michigan 49345 U.S.A
Phone: 616-520-2137© 2023 Great American Media Services. All rights reserved.