Freelance Journalist Overview

In the event payments are owed by US Headline News, INC. to Freelance Journalist pursuant to this Agreement, and to ensure timely payment, Freelance Journalist must advise US Headline News, INC. immediately of any change(s) to the above contact details.

 

FREELANCE JOURNALIST AGREEMENT

This FREELANCE JOURNALIST AGREEMENT (this “Agreement”), entered into as of date written

above (the “Effective Date”), is between US Headline News-AMD News, INC. (AMD), and the above-named

Journalist (“Freelance Journalist”). References to AMD herein shall be interpreted to mean, US Headline News, INC-AMD News. AMD and Freelance Journalist are individually referred to as a “Party” and collectively as the “Parties.”

 

Section 1. Agreement.

1.1. This Agreement sets forth the conditions under which Freelance Journalist shall provide freelance pictures and article packages to AMD. Freelance Journalist and AMD agree that from time to time during the Term (as defined in Section 7 below), AMD may commission Freelance Journalist in writing to perform Journalistic assignments on its behalf (each an “Assignment”). AMD or Freelance Journalist may propose such Assignments. Freelance Journalist is under no obligation to accept any such Assignment by AMD, and AMD is under no obligation to assign an Assignment or accept any assignment submittal. Each Assignment may contain additional terms and conditions that supplement or amend portions of this Agreement for that particular Assignment; such terms and conditions shall be in writing in a separate document prior to Freelance Journalist’s acceptance of such Assignment. Any such additional terms and conditions shall apply only to that particular Assignment and shall not apply to any other Assignments. In the event of any conflict between the terms of this Agreement and an Assignment, the terms of this Agreement shall control. It is understood by both parties that assignments sent to Journalist for consideration by AMD may not necessarily be sold or contracted at the time that the assignment is offered and that there is no guarantee that any assignment completed by Journalist, whether assigned by AMD or requested and covered by Journalist, will be sold at any time. It is understood that AMD may send Journalist assignments for consideration solely on the basis that AMD marketing department deems that the assignment material may potentially be marketable. It is also understood that since it is impossible to determine the final coverage result for any assignment, whether offered by AMD or requested by Journalist, AMD has the right to refuse to attempt to sell and/or make available to the marketplace any content received at any time for any reason. It is understood that from time to time AMD may make an offer to purchase content outright from Journalist. Journalist will be notified in advance before any such sale takes place that AMD is the purchaser. Journalist has the right to refuse the sale of said content. It is agreed that if a sale of content from Journalist to AMD is consummated Journalist agrees that all copyrights and ownership of said content will be transferred to AMD.

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THIS IS AN EXAMPLE AGREEMENT ONLY - PLEASE DOWNLOAD CLEAN AGREEMENT

 

1.2. Freelance Journalist is acting as an independent contractor under this Agreement. Neither the making of this Agreement nor the performance of its provisions will be construed to constitute either Party an agent, partner, joint venture, employee or legal representative of the other Party. Freelance Journalist is responsible for paying all income and other taxes incurred as a result of the amounts received from AMD pursuant to this Agreement. AMD shall provide Freelance Journalist with an IRS form 1099 each year for any amounts paid to Freelance Journalist during that year.

 

Section 2. Assignments.

2.1. Freelance Journalist shall use his/her own equipment for the purposes of executing and completing each Assignment. Notwithstanding the foregoing, in the event there is equipment required to complete the individual Assignment and the Freelance Journalist does not possess or have access to such equipment on his/her own, then AMD may in its sole discretion, supply such equipment, which shall be used by Freelance Journalist only in connection with such Assignment and then returned immediately to AMD upon completion of such Assignment or prior to that, immediately upon AMD’s request. Freelance Journalist requiring AMD equipment shall sign a AMD Equipment Rental Contract, and is bound by the terms of that agreement.

2.2. AMD shall provide to Freelance Journalist, on a per-Assignment basis, a description of the Assignment. The Assignment may require Freelance Journalist to possess AMD working press credentials for Freelance Journalist to gain access in connection with the Assignment. Freelance Journalist may not use the AMD name to obtain media credentials except in order to gain access as a freelance journalist when performing Assignments that Freelance Journalist has accepted under this Agreement. Freelance Journalist will act in a professional and businesslike manner, and follow all of the rules and regulations the event coordinator sets forth while on Assignments for AMD. Freelance Journalist may not create credentials, badges, business cards or similar identifiers using the AMD/AMD name or trademark. Freelance Journalist will not have access to or use of AMD’s systems, equipment or materials except as otherwise specified in Section 2.1 above. Freelance Journalist may retain or subcontract with other individuals to assist on Assignments; provided that only Freelance Journalist shall develop the media packages. (as defined below). It shall be considered a breach of contract if Freelance Journalist represents them self as a AMD/AMD representative without a signed agreement for that specific Assignment.

2.3. It is understood that an assignment request may or may not be contracted at the time it is issued to a reporter.         It is also understood that, though most pertinent information is supplied by the Assignment Desk on the AMD event request form sent to Freelance Journalist, it is the responsibility of the Freelance Journalist to obtain, via written request to the Assignment Desk, any additional information, Including but not limited to, special dates. deadlines, rates and any other information Freelance Journalist deems necessary to make a determination whether to accept or deny an assignment. Freelance Journalist understands that there is NO PENALTY for refusing any assignments that is sent to Freelance Journalist by AMD.

2.4. All media packages (as defined below) created by Freelance Journalist while on an Assignment must be submitted to AMD in accordance with Section 3 below.

 Section 3. The Media Package. For purposes of this Agreement, the term “Package” shall mean any video, picture or article footage with synched audio, and edited in such manner that constitutes a completed video story ready for broadcast.

3.1. Freelance Journalist represents, warrants and covenants, as applicable, that: (i) Freelance Journalist has all necessary authority to enter into this Agreement and all necessary rights to provide the Assignment to AMD under this Agreement; (ii) Freelance Journalist has the necessary equipment and ability to complete package to AMD; (iii) the Assignment is original works created by Freelance Journalist; (iv) the Assignment video, pictures, articles and audio has not been altered in any manner except standard color correction and audio level adjustment; (v) the Assignment (excluding the contents depicted therein, which Freelance Journalist does not give any representation and warranty with respect to unless otherwise required in the Assignment) do not infringe any third party copyright; and (vi) all moral rights pertaining to the Assignment have been waived. Freelance Journalist shall provide proper paperwork supporting any permissions, copyright or trademark material used within Package(s), and has submitted it with the Package(s).

3.2 AMD may edit the assignment or chose not to use it at its sole discretion; (i) Freelance Journalist’s package can be distributed by AMD at its sole discretion, and as further defined in sections 4 and 6.

 

Section 4. Rights.  

4.1. Freelance Journalist agrees that the Assignment has been commissioned by AMD, and the Assignment is a “work for hire” under the Copyright Act; and to the extent that the Assignment is not deemed to be a “work for hire” under the Copyright Act by a court of competent jurisdiction, Freelance Journalist hereby assigns all right, title and interest in the

Assignment to AMD for a period of one hundred and twenty days (120), including all copyrights and any other rights in law or equity (including but not limited to other derivative works of any kind, made by any method or technology known or invented hereafter, derived from the Assignment Package). It is understood that should the Freelance Journalist NOT request in writing that the material be returned after the 120 day period has expired content will be automatically placed in the AMD archives and will be available for sale at the same rate defined in Section 5 of this agreement. Freelance Journalist may request (in writing) said material back at any time after the 120 day period.

 

4.2 Freelance Journalist can not publish market or use any content submitted to AMD during the period defined in section four point one.(4.1)

 

Section 5. Payment. 

It is agreed by both parties that AMD will pay the sum of seventy (70) percent commissions from any monies generated from the sale of content submitted by the Freelance Journalist under the terms of this agreement. It is understood that all commissions will be paid within 30 days from the date monies are received by AMD for the sale of the media submitted by the Freelance Journalist. Any dispute about any payments of commissions shall be resolved through good-faith and amicable discussion. Freelance Journalist acknowledges and agrees that Freelance Journalist shall be responsible for his or her own personal expenses (e.g.,travel, accommodation, food, mileage and parking expenses) related to the Assignment and that AMD will not reimburse Freelance Journalist for such expenses. AMD may at its sole discretion adjust basic commission rates to account for extraordinary assignment expenses.

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THIS IS AN EXAMPLE AGREEMENT ONLY - PLEASE DOWNLOAD CLEAN AGREEMENT

Section 6. Royalties.

Freelance Journalist acknowledges and understands that he/she shall not be entitled to any Royalties of any type whatsoever in reference to content submitted unless agreed to in writing by both parties.

 

6.1. Freelance Journalist shall maintain with AMD valid, complete, accurate and current information as required by AMD (“Freelance Journalist Information”) including without limitation, address information by which AMD may remit payment to Freelance Journalist, via United States Mail or such other method of payment in AMD’s sole discretion, and provide other necessary documentation, including any appropriate tax documents. AMD shall not be responsible for payment if Freelance Journalist does not maintain or provide upon request of AMD such Freelance Journalist Information as required by AMD. AMD shall not be responsible for paying any interest on amounts held by AMD. Freelance Journalist shall provide AMD with written notice of any changes to the required Freelance Journalist Information at the address listed in Section 9 below.

 

 

Section 7. Term and Termination. 

The term of this Agreement (the “Term”) shall begin on the Effective Date and shall continue until terminated by either AMD or Freelance Journalist, with or without cause, at any time with written notice. It is understood by both parties any materials submitted prior to termination shall be subject to the terms and conditions of this agreement, and to the full term period of media rights defined in section (4) of this agreement.

 

Section 8. Indemnification. 

Freelance Journalist will indemnify and hold AMD harmless for any claims, matters, complaints, liabilities and actions arising out of AMD’s engagement of Freelance Journalist for Assignments, including but not limited to Freelance Journalist’s failure to comply with applicable laws, rules and regulations concerning the withholding and payment of taxes in connection with services rendered to AMD pursuant to this Agreement.

 

Section 9. Miscellaneous. 

This Agreement shall not be amended, modified or changed in any respect except by written agreement of the Parties. No trade, custom or usage shall affect this Agreement or the terms and conditions thereof. This Agreement incorporates the entire understanding of the Parties and supersedes any and all prior agreements, oral or written, relating         to Freelance Journalist’s relationship with AMD and is intended as a complete and exclusive statement of the terms of the arrangement between the Parties.

Freelance Journalist agrees that any dispute, claim or controversy concerning this Agreement, or the termination thereof, shall be governed by the laws of the State of New Jersey without regard to its conflicts of law provision. A facsimile copy of this Agreement fully executed by the Parties shall be deemed to be an original Agreement. The failure of AMD to demand adherence to one or more of the provisions of this Agreement shall not be construed as a waiver nor deprive AMD of the right thereafter to insist upon strict compliance therewith. If any provision in any paragraph of this Agreement shall be deemed to be invalid or unenforceable, the remainder of such paragraph and of the Agreement shall not be affected. Any notice or other communication required to be given hereunder shall be in writing and shall be deemed sufficiently given when delivered personally or mailed by registered or certified mail.

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