This letter agreement (this "Agreement") sets forth the agreement between Famous Foodies ("Company") and you ("Contributor") with respect to the work(s), as described in Section 2 below. The Agreement, along with any documents this Agreement expressly incorporates by reference, govern your access to and use of Famous Foodies and its website, famousfoodies.com (the "Website"), including any content, functionality and services offered on or through Famous Foodies or famousfoodies.com.
1. Term. This Agreement is effective from the date first set forth above until terminated by either party by written notice to the other (such period, as may be renewed in accordance with the following sentence, the "Term"). The parties may renew this Agreement for additional one (1) year periods, by written agreement, which may include e-mail.
2. Work(s). From time to time during the Term, Contributor may create and provide to Company certain works of authorship as follows (each, a "Work" and, collectively, the "Works"):
Works: Text, graphics, photographs, drawings, articles, sounds, music, audiovisual combinations, recipes, videos, tips, and other materials.
Purpose: For use on Company’s online, mobile, digital, and media properties.
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 such Work to Company in the formats and on or via the media, and to the address, set forth in Schedule A, or as otherwise specified by Company when the Work is commissioned;
(b) prior to delivery of such 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, including its licensees, successors and assigns, to exercise its rights in such Work, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person; and
(c) prior to or concurrently with delivery of such Work, provide Company with an executed original of each such/a copy of each such fully-executed] Permission.
4. Grant of Rights. Contributor hereby grants to Company and its affiliates, and each of their respective direct and indirect, licensees, successors, and assigns (collectively, "Licensee"), a perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Works, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, Contributor agrees that the foregoing grant includes the rights: (a) to modify, edit, combine with other materials, translate, include in collective works and create derivative works of the Works (collectively, "Adapt", and "Adapted" and "Adaptation" have correlative meanings); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Works, in whole or in part, and as provided by Contributor unmodified or Adapted.
5. Ownership. Contributor will own and retain all right, title, and interest in and to the Works, subject to the license granted in Section 4. Licensee will own and retain all right, title, and interest in and to all Adaptations of the Works made by, or by any third party for the benefit of, Licensee, subject to Contributor's rights in the underlying Works.
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 (including information Contributor provides to Company and any other information about Contributor that is publicly available) or 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.
7. Editorial Discretion. The Company makes no representations, warranties, or other promises of any kind that any of your Contributor Content will be published, featured and/or promoted by the Company or on its Website. You acknowledge and agree that the Company is under no obligation to publish, feature or promote any of your Works.
8. Consideration. In consideration of the license you grant to the Company in Section 4 above, the Company will provide you with (i) publicity on the Service, (ii) an opportunity to reach the Company’s audience, and (iii) meaningful writing experience for a national online publication. You hereby acknowledge the receipt and sufficiency of such consideration.
9. Conflicts of Interest. You hereby represent and warrant that you are free to enter into this Contributor Agreement, and the performance of the terms in this Agreement does not and will not violate the terms of any other agreement between you and any third party.
(a) “Confidential Information” means the terms of this Agreement; any proprietary or confidential information made available by Company to Contributor, including, without limitation, information related to Company’s business and any information learned or obtained by Contributor in connection with the performance of the Services.
(b) Contributor will not use Confidential Information for any purpose other than the Services. Contributor will not disclose the Confidential Information to anyone other than those of its employees and financial and legal advisors with a need to know such Confidential Information, except as expressly provided herein or to the extent necessary to comply with any applicable law, regulation, or order of a court of competent jurisdiction, in which case Contributor will so notify Company and seek confidential treatment of such information.
(c) Notwithstanding the foregoing, Contributor will not be required to keep confidential any part of Confidential Information that: (a) is or becomes generally available or known to the public through no wrongful act of Contributor; (b) was previously known by Contributor; (c) was independently developed by Contributor without reference to Confidential Information; or (d) was lawfully disclosed to Contributor by a third party with no obligation of confidentiality to Company.
11. 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) is not libelous or otherwise defamatory;
(c) does not, and use thereof as licensed hereunder 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.
12. Indemnification. Contributor shall indemnify, defend, and hold harmless Company and its Affiliates, and its and their respective officers, directors, employees, agents, affiliates, 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.
13. Relationship of the Parties.
(a) Contributor is an independent contractor of Company, and this Agreement shall 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 or contributions, including penalties and interest.
(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 12(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 shall be governed by and construed in accordance with the internal laws of the State of Delaware 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 Wilmington and County of New Castle, Delaware in any legal suit, action, or proceeding arising out of or related to this Agreement or any Work(s).