Media Bounty Agreement

MEDIA BOUNTY AGREEMENT

This Media Bounty Agreement (the Agreement) is entered into as of by and between:

Company Name:    Company Contact:

Contributor Name:    Contributor Contact:

RECITALS

WHEREAS, Company operates campaigns and initiatives that seek original media content, reporting, photography, video, audio, or other media materials (collectively, Media Deliverables) and desires to obtain such Media Deliverables from third parties on a bounty basis;

WHEREAS, Contributor represents that Contributor has the ability to create, source, or procure Media Deliverables and is willing to provide those Media Deliverables to Company in exchange for the bounty payments and subject to the terms set forth herein;

WHEREAS, the parties desire to set forth the terms under which Company will pay bounties and receive rights in accepted Media Deliverables.

SCOPE OF WORK

Contributor shall create, deliver, and warrant Media Deliverables in accordance with the specifications, deadlines, and acceptance criteria set forth below and in any attachments or task briefs issued by Company.

PAYMENT TERMS

Company will pay Contributor a bounty for each Media Deliverable accepted by Company in accordance with the following terms.

All payments are exclusive of taxes. Contributor is solely responsible for all taxes, withholdings and other statutory obligations relating to payments received under this Agreement.

DELIVERABLE ACCEPTANCE

Company shall review submitted Media Deliverables within days of receipt for conformity with the acceptance criteria. Deliverables not rejected in writing within that period shall be deemed accepted.

INTELLECTUAL PROPERTY AND LICENSE

Upon payment of the applicable bounty and subject to Contributor's warranties below, Contributor hereby assigns and transfers to Company all right, title and interest in and to accepted Media Deliverables worldwide, including all copyrights, moral rights to the extent transferable, and associated rights. If assignment is not permitted under applicable law, Contributor grants Company an exclusive, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, distribute, modify, publish, and otherwise exploit the Media Deliverables for any purpose.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Contributor represents and warrants that: (a) Contributor is the sole author or has all necessary rights to assign or license the Media Deliverables as set forth herein; (b) the Media Deliverables are original and do not infringe or violate the rights of any third party; (c) no third-party consents or releases are required other than those disclosed in writing to Company; and (d) Contributor has obtained all releases for persons or property depicted as necessary for Company's intended use.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any non-public information disclosed in connection with this Agreement that is designated as confidential or that by its nature should reasonably be understood to be confidential, except as required by law or to perform obligations under this Agreement. Confidential information does not include information that is or becomes publicly known through no fault of the receiving party or that is independently developed.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Company may immediately suspend or withhold payments for any Deliverable it reasonably believes infringes third-party rights or violates this Agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Contributor shall indemnify, defend and hold harmless Company from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of a breach of Contributor's representations or warranties, or claims that the Media Deliverables infringe third-party rights. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL BOUNTIES PAID BY COMPANY TO CONTRIBUTOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below or such other address as a party designates in writing.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any task briefs or schedules executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except that Company may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets.

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