Editorial Op-Ed

Editorial Op-Ed Agreement

This Editorial Op-Ed Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client publishes editorial and opinion content and desires to commission an original opinion editorial article (the Work) addressing the topic described in this Agreement; and

WHEREAS, Contributor represents that Contributor has the experience, skill and legal right to prepare and deliver the Work and is willing to prepare and grant rights in the Work to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

Scope of Work

Contributor shall write and deliver an original editorial/op-ed article to Client in accordance with the specifications below and the detailed scope provided in the field following.

Payment Terms

Client shall pay Contributor the compensation set forth below in consideration for the Work and the rights granted herein. Payment shall be made in United States dollars unless otherwise agreed in writing.

Delivery, Revisions and Acceptance

Contributor shall deliver the Work by the agreed deadline. Client shall have a period to review and request reasonable revisions as set out below.

Term and Termination

The term of this Agreement commences on the Effective Date and shall continue until final acceptance of the Work and completion of obligations, unless earlier terminated as provided below.

Either party may terminate for material breach that is not cured within the notice period. Termination shall not relieve Client of paying for Work accepted prior to termination, nor Contributor of obligations that by their nature survive termination.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential (Confidential Information). Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, is already rightfully known by the recipient, or is independently developed without use of the disclosing party’s Confidential Information.

A receiving party shall use Confidential Information only for performance under this Agreement and shall limit disclosure to those employees, contractors or professional advisors who have a need to know and who are bound by nondisclosure obligations at least as protective as those herein. Breach of confidentiality may cause irreparable harm for which monetary damages are inadequate; the disclosing party is therefore entitled to injunctive relief in addition to any other remedies.

Publication Rights and License

Upon full payment of the Fee Amount, Contributor grants to Client a non-exclusive, worldwide, royalty-free license to publish, republish and distribute the Work in print and online media owned or controlled by Client, including archival use. Unless otherwise indicated below, Client is granted the first publication right.

Contributor retains moral rights unless Contributor executes a separate waiver. Contributor grants Client the right to edit for length and style provided edits do not materially alter the substantive argument without Contributor’s consent, which shall not be unreasonably withheld.

Representations, Warranties and Indemnity

Contributor represents and warrants that the Work will be original, not published previously in substantially similar form, and will not infringe any third party rights or contain defamatory or unlawful content. Contributor shall obtain all necessary releases for any third-party material included in the Work.

Contributor agrees to indemnify, defend and hold harmless Client from and against any and all claims, damages, losses and expenses (including reasonable attorneys’ fees) arising out of breach of the foregoing representations and warranties.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to principles of conflict of laws.

Entire Agreement and Miscellaneous

This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written. Any amendment must be in writing and signed by both parties.

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that specific performance and injunctive relief are available remedies for breach of certain provisions, including confidentiality and assignment of rights.

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