Sample Contract: Travel Magazine Contract

INDEPENDENT CONTRACTOR AGREEMENT (AUTHOR SERVICES)

This Independent Contractor Agreement (“Agreement”) is made as of [200] (the “Effective Date”) by and between Publication (“Publication”), and [], located at [_] (“Author”).

  1. Description of Services.

    a. Author shall create the original works of authorship (the “Work”) for Publication that are described on any schedules that the parties may execute from time to time which explicitly reference this Agreement (“Schedules”). Such Work will be provided in accordance with the terms and conditions of this Agreement, and on the price, delivery dates and specifications described in the applicable Schedule. If Publication desires to make changes to the specifications and/or delivery schedule for the Work, Publication shall notify Author, and both parties shall agree in writing on necessary adjustments, if any, to the other terms of the applicable Schedule required to accommodate such changes. Author is not obligated to create any Work and Publication has not contracted for any Work unless and until a Schedule is executed by both parties and attached hereto. b. Notwithstanding any other provision of this Agreement, Publication shall have no obligation to publish any Work produced or created by Author hereunder. Nothing in this Agreement will be construed as restricting Publication’s ability to acquire, license, develop, or publish other works and/or images similar to the Work.
     
  2. Acceptance. Acceptance of the Work ("Acceptance") shall be determined in accordance with the procedure set forth in the applicable Schedule.
     
  3. Payment. Publication shall pay Author for the Work as described on the applicable Schedule. All payments due are conditioned on Publication’s Acceptance of the Work. Author shall supply to Publication a written invoice for all amounts due under each respective Schedule and Publication will pay within thirty (30) days following receipt of a properly submitted and correct invoice(s). Author shall bear sole responsibility for all expenses incurred in connection with the creation of the Work, except to the extent expressly stated otherwise in any Schedule.
     
  4. Relationship of Author and Publication; Author’s Business. a. Author will perform the Work in accordance with the editorial standards and other specifications provided by Publication, if any, but in all other manner Publication shall not control or direct the details and means by which Author performs his/her work. Author is free to engage in other independent contracting activities, provided that Author: (i) does not engage in any such activities that are inconsistent with any provisions hereof; or (ii) abides by any deadlines imposed by Company. Specifically, Author shall determine the number of days and hours of his/her work as well as the number of his/her assistants, partners or employees, if any. Author shall perform services at such locations as Author may choose, provided that Author has access to all necessary data. Publication will not provide Author with an office. Author shall be reasonably available by telephone to Publication.
    b. Author 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. Author shall have no authority to bind, obligate, or commit Publication by any promise or representation. Author represents to Publication that Author is maintaining a separate set of books or records that reflect all items of income and expenses of the business which Author is conducting. Author 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 Author’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 Publication and hold it harmless from paying such costs or penalties for failure to pay. Upon request, Author shall provide Publication with proof of independent contractor status satisfactory to Publication, including but not limited to tax records and the United Business Identifier (“UBI”) in the state where Author does business. c. Author shall not receive any compensation or payment from Publication, other than as expressly set forth in this Agreement. Author agrees that Author is responsible for all of Author’s own benefits and insurance coverage, and that Author shall not receive any employee or fringe benefits from Publication, regardless of how Author may be classified in the future by a court, government agency, settlement or otherwise, and regardless of any contrary provision in any such employee or fringe benefit plan, program or policy. Author expressly waives participation, coverage and all other rights relating to any Publication employee or fringe benefits, such as any retirement, pension, 401(k), health care, or other benefit plan, program or policy established or maintained by Publication, now or in the future, for any of Publication’s employees.
     
  5. Insurance. Author warrants that it will maintain sufficient insurance coverage to enable it to meet its obligations created by this Agreement and by law. Without limiting the foregoing, to the extent this Agreement creates exposure generally covered by Commercial General Liability and Professional Liability insurance policies, Author will maintain at its sole cost and expense such insurance policies covering its obligations under this Agreement.
     
  6. Ownership; Third-Party Materials.
    a. Except as may be set forth in an applicable Schedule, Publication 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 Author in connection with the Work or which relate in any manner to the Work or which result from any Work produced by Author for Publication, including any and all intellectual property rights therein (collectively the “Work Product”). To the extent applicable, Publication shall be deemed to be the “author” 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, Author hereby assigns to Publication all right, title and interest that Author may have or may hereafter acquire in all Work Product, including all intellectual property rights therein.
    b. Author will not disclose to Publication or use in producing the Work any trade secrets or confidential information of a third party which Author is not lawfully entitled to disclose or use in such manner.
    c. At Publication’s expense, Author shall execute all documents and take all actions necessary or convenient for Publication to document, obtain, maintain or assign its rights to the Work Product. If Author fails or refuses to execute any such instruments, Author hereby appoints Publication as Author's attorney-in-fact (this appointment to be irrevocable and a power coupled with an interest) to act on Author's behalf and to execute such documents. Author will not contest the validity of Publication 's rights in the Work Product. Any documents, magnetically or optically encoded media, or other materials created by Author in performing the Work, shall be owned by Publication and subject to the terms of this Section 6. To the maximum extent permitted by law, Author waives all moral rights in the Work and the Work Product.
     
  7. Confidential Information. Publication and Author have entered into a Non-Disclosure Agreement (“NDA”) dated [__ ]. The parties further agree that in the event there is a conflict between the terms and conditions of this Agreement and the NDA, the terms of the NDA will control. If Publication and Author have not entered into a Publication Non-Disclosure Agreement, then Author agrees that at all times during the term of this Agreement, and for five (5) years thereafter, Author will hold in strictest confidence, and will not use or disclose to any third party, any Confidential Information of Publication. The term "Confidential Information of Publication” shall mean all non-public information that Publication designates as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. "Confidential Information of Publication” includes, without limitation, the terms and conditions of this Agreement, marketing or promotion of any Publication’s product, business policies or practices of Publication, customers or suppliers of Publication, or information received from others that Publication is obligated to treat as confidential. If Author has any questions as to what comprises such Confidential Information, Author agrees to consult with Publication. "Confidential Information of Publication " shall not include information that was known to Author prior to Publication’s disclosure to Author, or information that becomes publicly available through no fault of Author.
     
  8. Term and Termination. Publication may terminate this Agreement or any Schedule and cancel Author's services, or a portion of such services, at any time without cause and without further obligation to Author except for: (i) payment due for Work performed prior to the date of such termination; and (ii) all approved non-refundable expenses reasonably incurred prior to notice of such termination. Author may terminate this Agreement at any time upon thirty (30) days prior written notice to Publication, except that Author shall complete and deliver to Publication all Work on any Schedule executed prior to the date of termination in accordance with the terms and conditions of this Agreement and any such Schedule. In the event of termination of this Agreement for any reason Sections 3(b), 3(c), and 6-13 shall survive termination.
     
  9. Author’s Data. Author grants to Publication the perpetual, non-exclusive, worldwide and royalty-free, transferable right to use Author’s name biography, and likeness (“Author’s Data”) in connection with the publication of the Work under this Agreement, and in any related advertising and publicity efforts; and (ii) sublicense Author’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. Author agrees to provide Publication with a photograph for said use at a time to be designated by Publication.
     
  10. Warranties and Representations. Author warrants and represents that: (a) Author 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) Author's performance of the Work pursuant to this Agreement will not violate any agreement or obligation between Author and a third party, (c) the Work will be original to Author; (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) Author 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 Author under this Agreement will be in compliance with all applicable U.S. laws and regulations.
     
  11. Limitation of Liability.
    a. IN NO EVENT WILL PUBLICATION AND ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSS OF PROFIT OF EDITOR ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF PUBLICATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF PUBLICATION AND ITS AFFILIATES FOR ALL CLAIMS ARISING IN CONTRACT, EQUITY, NEGLIGENCE, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY PUBLICATION UNDER THIS AGREEMENT IN THE MOST RECENT TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. b. In the event Publication requests Author to travel and Author agrees to such travel, then as evidenced by Author’s execution of this Agreement, Author willingly agrees to assume any and all risks associated with any travel undertaken by Author under this Agreement. Further, Author shall obtain all necessary insurance policies in an amount reasonable for the travel destination(s) contemplated in any Schedule. Publication hereby disclaims any and all liability in any circumstances where death, injury, illness or other loss or damage has been suffered by Author in connection with travel undertaken in the course of the creating the Work hereunder. It is Author’s responsibility to review all travel prohibitions, warnings, announcements and advisories applicable to any location in which Author will create any Work. Author acknowledges that such travel advisories may be subject to change at any time without warning.
     
  12. Indemnification. Author agrees to indemnify, pay the defense costs of, and hold harmless Publication and its affiliates and their respective successors, officers, directors and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with (i) any claim that the Work infringes any copyright, patent, trade secret, trademark, or other legal right of any third party, or (ii) any other claim that, if true, would constitute a breach of Author’s obligations hereunder or Author’s warranties set forth in Section 10 above.
     
  13. General. a. Applicable Law. This Agreement shall be governed by the laws of the State of New York without regard to its choice of law principles. The parties also agree that the exclusive jurisdiction and venue for any action concerning this Agreement shall be the appropriate Superior Court or U.S. District Court in New York County, New York. If suit or action is commenced by either party against the other concerning this Agreement, the prevailing party shall be awarded its costs and reasonable attorneys’ fees, including any costs or fees incurred on appeal. Author waives all defenses of lack of personal jurisdiction and forum non conveniens. The parties waive any right to trial by jury of any claim arising out of this Agreement and any related document, whether now or hereafter arising and whether sounding in contract, tort or otherwise. Either party may file an original counterpart or copy of this section with any court as written evidence of the waiver and agreement contained herein.
    b. Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, conditions, or covenants and neither party may rely on such failure. c. Severability. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. If any part of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. d. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior and contemporaneous communications. Author may not assign this Agreement without the prior written consent of Publication. It shall not be modified except by a written agreement signed by Author and Publication by their duly authorized representatives.
    e. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate party at the addresses first set forth above, with a copy sent attention to the General Counsel at the same address.

PUBLICATION [EDITOR’S NAME]

By:_ By:
Its: Its:_ Date: Date: _ Unified Business I.D. No.:

    Taxpayer I.D. No.: