This agreement (“Agreement”) confirms the arrangement between Contributor (identified below) and The Slate Group, LLC d/b/a Foreign Policy (“Foreign Policy”), concerning Work (as defined below) to be written, created and/or provided by Contributor for use by Foreign Policy. For good and valuable consideration, Foreign Policy and Contributor agree as follows:
a. This Agreement covers articles or other written materials that Contributor creates or provides for use by Foreign Policy (individually and collectively, the “Work”) in accordance with the terms and conditions of this Agreement. Contributor agrees to deliver the completed Work ready for publication as assigned. The details of each assignment (e.g., subject matter of Work, schedule, fee [if any]) will be set forth in a purchase order, project summary or other written document/email provided by Foreign Policy (an “Order”).
b. The Work must be original to Contributor and, unless otherwise specified in the Order, not have been published or disseminated in any way prior to delivery to Foreign Policy. Contributor shall be the sole creator of the Work and shall not subcontract or otherwise delegate performance of any of Contributor’s obligations pursuant to this Agreement. Contributor shall ensure that the Work and the means by which Contributor renders services do not violate, infringe upon or give rise to any adverse claim with respect to any copyright, trademark or other intellectual property, personal, proprietary, contractual or other right of any third party, defame or violate any right of publicity or privacy of any third party or violate any applicable law. Contributor shall comply with the highest standards of professional conduct in fulfilling Contributor’s obligations pursuant to this Agreement.
c. Contributor shall promptly make such changes or revisions to the Work as Foreign Policy may request and shall cooperate with Foreign Policy’s revision and editing process, including assisting in and providing all materials requested in connection with any checking Foreign Policy or its designee may determine to undertake as to the accuracy of the Work.
2. Rights Granted.
a. Subject to Section 3, Contributor grants to Foreign Policy the worldwide right, in perpetuity, (a) to edit, modify, publish, reproduce, distribute, resell, sublicense, prepare derivative works based on and/or syndicate (directly and through third parties) the Work (including any translation thereof) in any form or medium now known or hereinafter devised (e.g., in print, on the internet and mobile devices, as an audio recording), in such manner as Foreign Policy may determine, including in association with the name or brand of Foreign Policy and/or any of its associated brands or any name or brand of any third party and in any related advertising and publicity efforts, (b) to use Contributor’s name, biography and likeness in connection with the publication of the Work permitted under this Agreement, and in any related advertising and publicity efforts, and (c) to authorize others to exercise any of the rights granted to Foreign Policy in this Agreement. To the maximum extent allowed under applicable law, Contributor hereby irrevocably and unconditionally waives, in perpetuity, any rights Contributor may have with respect to the Work under any law relating to “moral rights of authors” or any similar law throughout the world.
b. Contributor hereby irrevocably grants to Foreign Policy and third parties authorized by Foreign Policy the right to use Contributor’s name, likeness and voice, biographical information concerning Contributor and statements attributed to Contributor in connection with the use of any Work by Foreign Policy or anyone authorized by it or the promotion of any property, publication, product or service through which any Work is reproduced, exhibited, published, displayed or otherwise made available.
3. Exclusivity Period.
a. Except as provided in the next sentence, the rights granted in Section 2 with respect to each Work shall be exclusive to Foreign Policy from the date on which the Work is created (or the date on which the Work has been delivered to and accepted by Foreign Policy, if the Work is a preexisting Work) through the date that is three (3) months after the date of first publication of the Work by Foreign Policy. If for any reason Foreign Policy does not publish a Work within three (3) months after delivery by Contributor and acceptance byForeign Policy of a completed Work, Foreign Policy’s rights under Section 2 with respect to that Work shall on that date become non-exclusive.
b. During the applicable exclusivity period specified in Section 3.a, Contributor shall not publish, distribute or exploit, or authorize or permit any third party to publish, distribute or exploit, the Work in any manner, medium or format. Upon expiration of the exclusivity period set forth in Section 3.a with respect to a Work, (i) Foreign Policy’s rights under Section 2 will become non-exclusive with respect to such Work, and (ii) Contributor may grant to any third party a license to publish such Work, provided that if the Work was created for Foreign Policy or first published by Foreign Policy pursuant to this Agreement, any such publication must include the following credit: “As first published in Foreign Policy magazine (www.ForeignPolicy.com),” or such other credit as requested by Foreign Policy. Foreign Policy shall use commercially reasonable efforts to credit Contributor for the Work in connection with publication of the Work by Foreign Policy (but inadvertent failure to provide such credit will not be a breach of this Agreement)
With respect to each assignment, if Foreign Policy and Contributor agree in writing that a fee is to be paid to Contributor in connection with the assignment, the fee will be specified in the Order. No fee or other payment of any kind will be due to Contributor with respect to any Work or assignment unless a fee is expressly specified in the applicable Order. If a fee is specified in the applicable Order, Foreign Policy shall pay Contributor the fee as applicable for each Work published by Foreign Policy in accordance with this Agreement pursuant to such Order. Payment will be made within thirty (30) days of publication of the Work, pending confirmed receipt by Foreign Policy of required bank transfer and relevant tax documents, initially provided with this agreement. If a particular Work for any reason is not published by Foreign Policy within 60 days after the date a completed Work is accepted as suitable for publication by Foreign Policy, and if a fee is specified in the applicable Order, then Foreign Policy will pay Contributor only fifteen percent (15%) of said sum (with the remaining eighty-five percent (85%) payable only if and when such Work is first published by Foreign Policy). Foreign Policy will have the right to withhold from each payment due pursuant to this Agreement any amounts required to be withheld pursuant to applicable law (e.g., tax withholdings, if applicable).
This Agreement shall remain in effect until terminated by either party; provided, however, that Contributor shall not terminate this Agreement while any Works to be created for or licensed by Foreign Policy are outstanding (i.e., not yet accepted as final by Foreign Policy). All provisions herein that by their nature are intended to survive termination shall do so, including Sections 2, 3, 6, 8 and 9. For clarity, termination of this Agreement will not terminate any rights of Foreign Policy or any of its licensees pursuant to Section 2 or Section 3 with respect to any Work created or delivered prior to termination.
Contributor represents, warrants, and covenants, with respect to each Work, that: (a) this agreement to create and/or deliver the Work pursuant to this Agreement does not violate any agreement or obligation between Contributor and a third party; (b) no permission from or payment to any third party will be needed with respect to the use of the Work as permitted pursuant to this Agreement; (c) the Work is true and accurate and the Work will be of a high grade, nature, and quality; and (d) Contributor will provide the Work in a timely manner and meet deadlines agreed upon between Contributor and Foreign Policy.
7. No Conflict of Interest.
Contributor represents, warrants and covenants that, except as disclosed in writing to, and approved in writing by, Foreign Policy, Contributor (i) does not have, and will not acquire or have at any time while Contributor is rendering services pursuant to this Agreement, any personal, business or financial relationship or investment that would in any way conflict with Contributor’s performance of services pursuant to this Agreement or present any conflict of interest, (ii) does not hold, and will not acquire or have at any time while Contributor is rendering services pursuant to this Agreement, any stock or any other interest in any company that is the subject of or reasonably related to any Work (other than any such holdings that are through a mutual fund or other similar kind of indirect, non-discretionary investment), (iii) Contributor will not solicit or accept from any third party any payment or other consideration in connection with the research or preparation of any Work or the inclusion of any material or information in any Work, and (iv) and there are no factors that might or might reasonably be interpreted to affect the Work or Contributor’s writing or reporting in any way.
Contributor shall defend (if requested by Foreign Policy), indemnify and hold harmless Foreign Policy and its parent companies, subsidiaries and affiliates, the successors, assigns, licensees and clients of each of the foregoing, and the directors, officers, employees, agents and contractors of each of the foregoing (collectively, the “Foreign Policy Indemnified Parties”), from and against any and all claims, actions, demands, lawsuits and proceedings asserted by any third party (each a “Claim”) against any Foreign Policy Indemnified Party, and all losses, liabilities, damages and expenses (including reasonable outside attorneys’ fees) arising from or incurred by any Foreign Policy Indemnified Party in connection with any such Claim, to the extent the Claim results from any breach by Contributor of any of Contributor’s representations, warranties or covenants in this Agreement or any allegation that, if proven, would constitute such a breach, or any other act or omission of Contributor. The Foreign Policy Indemnified Parties will have the right to take control of the defense or settlement of any Claim if they elect to do so. Contributor shall not without the Foreign Policy Indemnified Parties’ prior written consent (to be given or withheld in their sole discretion) enter into or acquiesce to any settlement (a) containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of any Foreign Policy Indemnified Party or that contains any affirmative obligation on any Foreign Policy Indemnified Party or (b) that restricts any Foreign Policy Indemnified Party from using the Work as permitted by this Agreement.
This Agreement and all questions arising in connection with this Agreement will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles thereof relating to conflicts of law. Each of the parties irrevocably (a) agrees that the federal and state courts located in New York County, New York will have sole and exclusive jurisdiction over any suit or other proceeding arising out of or based upon this Agreement, (b) submits to the venue and jurisdiction of such courts, (c) consents to personal jurisdiction by such courts, and (d) waives any objection that any such court is an improper or inconvenient forum. The words “include,” “includes” and “including” when used in this Agreement will be deemed to be followed by “without limitation.” Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement will derogate from or be prejudicial to any rights, licenses, privileges or property that Foreign Policy now is or at any time hereafter may be entitled to under law, if this Agreement were not in existence. This Agreement constitutes the entire agreement of the parties with respect to the Work and supersedes all prior and contemporaneous communications with respect thereto. It may not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both Foreign Policy and Contributor. This Agreement is effective upon completion and submission by Contributor of the Contributor Information below. Contributor acknowledges that completion and submission by Contributor of the Contributor Information constitutes an electronic signature that is valid and effective as if signed by hand.