CONTENT CONTRIBUTOR AGREEMENT – STANDARD TERMS AND CONDITIONS
License. Content Contributor hereby grants to Truewerk, Inc. a worldwide, non-exclusive, sub-licensable (without consent) license to use, copy, reproduce, distribute, display, perform, prepare derivative works of and modify the Content and any portion thereof for the purposes of including such Content in, or as part of, any platform, product or service owned, operated, licensed or distributed by Truewerk, Inc. in any and all forms of media and devices now known or hereafter developed. This Agreement is intended to govern all rights and obligations related to any materials included within the Content (e.g., written materials, still images, audio materials, audiovisual footage, etc.). As between the parties, Content Contributor owns all rights, including, but not limited to, all copyright rights, in the Content, subject to the exclusivity terms and any restrictions set forth on the Cover Page.
Term; Termination. This Agreement begins on the Effective Date and, unless terminated earlier in accordance with this Agreement, will continue for the Term. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after the date that it receives written notice of such breach.
No Joint Venture. Content Contributor agrees that Content Contributor is an independent contractor and not an employee of Truewerk, Inc.. Content Contributor at all times shall control the details of Content Contributor’s performance under this Agreement and Truewerk, Inc. shall not be liable for any of Content Contributor acts or omissions in connection with Content Contributor’s performance hereunder. Content Contributor shall be solely responsible for payment of any federal, state and local income taxes, any social security and/or self-employment taxes, and all necessary insurance, including workers’ compensation insurance with respect to the services provided under this Agreement. Content Contributor agrees that this Agreement does not constitute an employment contract or offer of employment. Under no circumstances will Content Contributor be included in any employee benefit plan of Truewerk, Inc..
Representations and Warranties; Indemnification. Content Contributor represents and warrants that: (i) Content Contributor has all necessary rights to enter into and perform its obligations under this Agreement; (ii) Content Contributor has all of the rights necessary to grant the rights granted pursuant to this Agreement; and (iii) the Content and the use thereof by Truewerk, Inc. as contemplated herein will not be libelous or defamatory and will not violate or infringe the rights of any third party, including, without limitation, privacy, publicity, copyright, trademark or any other rights of any person, partnership, corporation, or other entity. Content Contributor further represents and warrants that the Content is Content Contributor’s original work, that Content Contributor is the sole owner of the Content. Content Contributor agrees to indemnify, defend and hold harmless Truewerk, Inc. and its affiliates and licensees, and their respective agents, contractors, officers, and employees (“Truewerk, Inc. Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs and/or attorneys’ fees arising out of the Content, Truewerk, Inc.’s authorized use thereof and/or Content Contributor actual or alleged breach of this Agreement, including any representations or warranties contained herein.
Miscellaneous. The terms of this Agreement are confidential and may not be disclosed by either party, except as required by law. This Agreement constitutes the entire understanding between Content Contributor and Truewerk, Inc. with respect to the subject matter herein, and supersedes any prior agreements, representations or understandings, whether written or oral, with respect to such subject matter. The individual executing this Agreement on behalf of Content Contributor represents and warrants that he/she has full authority from Content Contributor to grant the rights provided for in this Agreement and to make the representations and warranties set forth above. Content Contributor may not assign Content Contributor’s rights, duties or obligations under this Agreement to any third party in whole or in part, without Truewerk, Inc.’s prior written consent. Truewerk, Inc. may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without Content Contributor’s prior consent. This Agreement may not be modified or changed except in writing and signed by both parties. Sections 3, 4, and 5 shall survive any termination of this Agreement. This Agreement shall be governed by the laws of the State of Colorado, without regard to its conflicts of law principles.