GUEST BLOGGER AGREEMENT
This Guest Blogger Agreement ("Agreement") is made as of May 10, 2012 (the "Effective Date") by and between Smarter Travel Media, LLC ("Company"), located at 500 Rutherford Avenue, Charlestown, MA (together with its commonly owned affiliates "Smarter Travel Media" or "STM"), and NAME, located at ADDRESS ("Contributor").
Description of Services.
Contributor shall create the original works (the "Work") for STM that are described on any schedules that the parties may execute from time to time which explicitly reference this Agreement ("Schedules"). Contributor will promptly notify STM of any delay or anticipated delay in the performance of the Services, the reasons for the delay and the actions being taken by Contributor to overcome or mitigate the delay.
Contributor is an independent Contractor who is in business for him/herself. This Agreement shall not create the relationship of employer and employee, a partnership, or a joint venture. Contributor shall have no authority to bind, obligate, or commit STM by any promise or representation. Contributor shall: (i) be solely liable for the wages, fringe benefits, workers compensation premiums, payroll taxes, work schedules and work conditions of his/her partners, employees, or subcontractors, if any, (ii) be responsible for payment of Contributor's self-employment taxes including, but not limited to, income taxes, withholding, Social Security taxes, and worker's compensation premiums and any other payroll obligations; (iii) be responsible for procuring all licenses necessary to conduct business; and (iv) indemnify STM and hold it harmless from paying such costs or penalties for failure to pay.
Contributor shall not receive any other compensation or payment from STM, other than as expressly set forth in this Agreement. Contributor agrees that Contributor is responsible for all of Contributor's own benefits and insurance coverage, and that Contributor shall not receive any employee or fringe benefits from STM, regardless of how Contributor may be classified in the future by a court, government agency, settlement or otherwise. Contributor expressly waives participation, coverage and all other rights relating to any STM employee or fringe benefits, such as any retirement, pension, 401(k), health care, or other benefit plan, program or policy established or maintained by STM, now or in the future.
Ownership; Third-Party Materials.
Except as may be set forth in an applicable Schedule, STM shall own and retain all right, title and interest in and to all Work and all other reports, documents, materials, ideas, concepts, know-how, specifications, plans, notes, drawings, designs, pictures, images, text, audiovisual works, data, information and other items, expressions, works of authorship or work product of any kind that are authored, produced, created, conceived, collected, developed, discovered or made by Contributor in connection with the Work or which relate in any manner to the Work or which result from any Work produced by Contributor for STM, including any and all intellectual property rights therein (collectively the "Work Product"). To the extent applicable, STM shall be deemed to be the "Contractor" of all Work Product, and all such Work Product will constitute "works made for hire" under the U.S. Copyright Act (17 U.S.C. 101 et seq.), and any other applicable copyright law. To the extent that any Work Product does not constitute a work made for hire, Contributor hereby assigns to STM all right, title and interest that Contributor may have or may hereafter acquire in all Work Product, including all intellectual property rights therein.
At STM's expense, Contributor shall execute all documents and take all actions necessary or convenient for STM to document, obtain, maintain or assign its rights to the Work Product. Contributor will not contest the validity of STM's rights in the Work Product. Any documents, magnetically or optically encoded media, or other materials created by Contributor in performing the Work, shall be owned by STM and subject to the terms of this Section 6. To the maximum extent permitted by law, Contributor waives all moral rights in the Work and the Work Product.
Notwithstanding any other provision of this Agreement, STM shall have no obligation to publish any Work produced or created by Contributor hereunder. Nothing in this Agreement will be construed as restricting STM's ability to acquire, license, develop, or publish other works and/or images similar to the Work.
Contributor warrants and represents that: (a) Contributor has all necessary right, power and authority and has taken all necessary action to enter into and perform this Agreement and to grant the rights herein; (b) Contributor's performance of the Work pursuant to this Agreement will not violate any agreement or obligation between Contributor and a third party, (c) the Work will be original to Contributor; (d) the Work will not include the unauthorized use of name or likeness of any person, libel, slander, defamation, disparagement, piracy, plagiarism, idea misappropriation, and any invasion of the right of privacy; (e) the Work will not infringe any copyright, patent, trade secret, trademark, or other proprietary right held by any third party; (f) Contributor will use due care in the performance of its obligations under this Agreement, including payment of taxes as agreed herein, and create the Work in conformance with applicable legal requirements and best accepted industry standards and practices; and (g) the Work performed by Contributor under this Agreement will be in compliance with all applicable U.S. laws and regulations.
Contributor grants to STM the perpetual, non-exclusive, worldwide and royalty-free, transferable right to use Contributor's name biography, and likeness ("Contributor's Data") in connection with the publication of the Work under this Agreement, and in any related advertising and publicity efforts; and (ii) sublicense Contributor's Data in connection with the publication of the Work and in any related advertising and publicity efforts, and to authorize third parties to exercise any or all of the foregoing rights, including the right to grant further sublicenses as necessary or desirable to distribute the Work.
This Schedule will terminate upon the completion of the Services specified above, or the termination of the Agreement or this Schedule as set forth in the Agreement.
This Schedule shall be attached to and incorporated into the Agreement, and is subject to all the terms and conditions of the Agreement.
A. Description of Project:
Contributor shall submit to the Company one original, non-exclusive written work (each, an "Original Blog Entry"), for publication on the Company's website and any of its affiliates or partner websites. Contributor and the Company shall agree upon the topic prior to the writing of each Original Blog Entry. The company reserves the right to reject any Original Blog Entry for any reason upon receipt of said content.