In consideration of the mutual covenants made herein, the parties agree as follows:
Parties. Writer is engaged in the business of writing articles and other materials on a freelance basis. Admark" is engaged in the business of providing online health and wellness content articles and health and wellness products.
Relationship. The parties expressly agree and acknowledge that the relationship created by this Agreement is one of an independent contractor (Writer) and party commissioning particular written works for hire (Admark). Admark is not the employer of Writer, and Writer is not, and will not be treated as, an employee of Admark for federal tax purposes,employee benefits purposes, or any other purposes.
Services to be Provided by Writer. Writer agrees to submit, on his or her sole initiative, written articles to Admark (the "Articles"). The manner and method of producing these Articles is solely at the discretion of Writer; Admark has no right of control over Writer’s manner or method of performance under this Agreement. Writer will submit Articles in accordance-with any deadlines set forth by Admark and in a form satisfactory to Admark.
Use of writer's image and biography. In consideration of the Services Writer agrees to provide a photo and brief professional and completely accurate and truthful biography that has been supplied by the Writer and to be used on the website and for any article that the Writer has created.
Changes to Material Submitted by Writer. Writer agrees that Admark may make any changes or additions to the Article(s) prepared by Writer, which Admark in its sole discretion may consider necessary, and may engage others to do any or all of the foregoing, with or without attribution to Writer.
Representations and Warranties of Writer. For each and every Article Writer submits to Admark, Writer represents and warrants that he or she is the sole author of the Article and the Article:
1) is Writer’s original work;
2) is not in the public domain;
3) is not owned in whole or in part by any third party;
4) is accurate and truthful;
5) has not been obtained by unlawful means;
6) has not been previously published in any manner or medium, specifically including, but not limited to, print or electronic means;
7) that publication of the article by Admark will not violate any copyright or other right of any third party, including the right of privacy or publicity; and
8) does not contain material that is either obscene, libelous or otherwise contrary to the law.
Any endorsement by you and any products or services that you write about must be accurate, truthful, and based on your actual experience using or visually reviewing the product or service. You will refrain from making any statements about any product or service that you do not believe to be truthful or accurate.
Indemnification. Writer will indemnify and hold Admark harmless for any claims, matters, complaints, liabilities and actions arising out of Admark engagement of Writer, including but not limited to Writer’s failure to comply with applicable laws, rules and regulations concerning the withholding and payment of taxes in connection with services rendered to Admark pursuant to this Agreement. Contract Period and Termination. This agreement will begin on the date set forth below and shall continue until terminated in writing by either party. Either party may terminate this Agreement at any time for any or no reason, effective upon thirty (30) days written notice. If either party violates a term of this Agreement, then the other party (the "Non-breaching Party") may terminate this Agreement effective immediately upon delivery of written notice of termination by the Non-breaching Party.
Assignment and Ownership of Intellectual Property. Writer expressly acknowledges that the Article(s) contributed by Writer, and Writer’s services hereunder, are being specially ordered and commissioned by Admark. The parties acknowledge that any Article(s) contributed by Writer hereunder shall be considered "works made for hire" under U.S. copyright law (17 U.S.C. § 101). Admark shall be the sole and exclusive owner of all rights and title in and to the results and proceeds of Writer’s contributions hereunder, at whatever stage of completion. Admark shall have the right to copyright the Article(s) in its own name as author and proprietor thereof, to publish the Article, and all previously submitted articles of Writer, in any tangible medium of expression, now known or later developed, from which it can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device, including without limitation the rights to archive, republish, edit, repackage or revise any Article in any manner as Admark sees fit. The rights conferred upon Admark by this agreement shall be exclusive to Admark. If, for any reason, the results and proceeds of Writer’s services hereunder are determined at any time by a court of competent jurisdiction not to be "works made for hire," Writer hereby irrevocably transfers and assigns to Admark all right, title and interest therein, including all copyrights and other rights and protections, as well as all renewals and extensions.
Governing Law. This Agreement will be governed under the laws of the State of New York, and will be the sole and exclusive venue for all claims or causes of action arising from or related to this Agreement. This Agreement constitutes the entire understanding between the Company and you with regard to the Writer related services described herein, and is not intended to be (and shall not be) construed by, interpreted or otherwise linked to any other contract, agreement or understanding that may exist between the Company and you.
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 Writer’s relationship with Admark and is intended as a complete and exclusive statement of the terms of the arrangement between the parties.
The terms and provisions of this agreement shall be binding on the parties and their heirs, legal representatives, successors and assigns. This Agreement may be signed in-counterparts, and each counterpart shall be deemed to be an original and all of which, when taken together, shall be deemed to be one agreement. The parties may sign and transmit this Agreement electronically.