This will set forth the terms of the Agreement between you and 30Second Mobile, Inc. (“30Second Mobile”) with respect to your services for 30Second Mobile or any of its affiliates (the “Services”), including the generation and delivery of content as described below (the “Work”).
1. Scope. The Work will be articles, recipes and reviews involving tips for busy people and parents to make their lives healthier and happier. In addition to the articles, recipes and reviews, the Work is to include (i) a shortened tip tweet that can stand on its own (120 characters or fewer, suitable for use on Twitter), (ii) a categorization of the tip (e.g., food, health, travel) and (iii) a suggested headline. 30Second Mobile will, from time to time, provide editorial guidelines with respect to the articles, reviews, tweets, categorization, headings, and other aspects of the Work and Services. The Work will be delivered electronically.
You will follow the contributor and/or reviewer guidelines provided to you by 30Second Mobile. You and 30Second Mobile may agree via e-mail on specific scope, payments and deadlines for content, projects, or services that are defined under “Work” and “Services,” all to be covered by this Agreement.
2. Payment. Upon timely delivery and 30Second Mobile’s acceptance of the Work, 30Second Mobile will pay you, subject to the terms and conditions of this Agreement, a fee agreed to from time to time. You will submit to 30Second Mobile a completed IRS Form W-9 along with an invoice, which includes your name, address, phone number, e-mail address, social security number and/or tax identification number, job description, and amount due.
3. Work for Hire. You understand and agree that you are (i) an independent contractor (ii) responsible for your own expenses and for anyone you might employ, and (iii) not eligible for unemployment or other employment benefits. You further acknowledge and agree that you are not an agent of 30Second Mobile and that you do not have the right to employ or contract with any person or entity on behalf of 30Second Mobile. Nothing contained herein will give you the right to use the names or trademarks of 30Second Mobile or any affiliate, without the prior written consent of 30Second Mobile.
To the extent that the Work includes any material subject to copyright, you agree that such Work is done as a “work made for hire” as that term is defined under United States copyright law and that, as a result, 30Second Mobile will own the Work. To the extent that the Work does not qualify as work made for hire under applicable law, you hereby assign to 30Second Mobile, its successors and assigns, all rights and title in and to the Work, including all copyrights, trademarks and other proprietary rights therein (including renewals thereof) and you agree to execute and deliver to 30Second Mobile any instruments and to cooperate with 30Second Mobile in all reasonable respects to carry out the foregoing assignment. You further grant 30Second Mobile permission to use your name, likeness, photographs or videos in connection with the Work and/or the Services.
You acknowledge and agree that the Work and the results of the Services may be exhibited and distributed (in any form of media) throughout the world in perpetuity, in whole or in part, without charge, on a pay basis, and/or on a commercially sponsored basis on behalf of sponsors designated by 30Second Mobile. To the extent that the Work or any portion thereof includes any interviews with any third party, you will provide 30Second Mobile with the full name and contact information for such third party. You will also provide a complete bibliography of all resources used in creating the Work, including all books, periodicals, websites, movies, television program, or any other media. You acknowledge and agree that 30Second Mobile may edit, remove, modify or alter, in whole or in part, the Work or any portion thereof, in 30Second Mobile’s sole and absolute discretion.
4. Confidentiality. You will keep confidential all aspects of the Work, the Services, and any confidential or proprietary information of 30Second Mobile or its affiliates and employees. It is understood that you may learn confidential information about 30Second Mobile, (and/or its affiliates), its business, its clients and its employees while producing Work or delivering Services; you agree to keep all such information confidential in perpetuity.
5. Non-compete. You will not create any content similar to the Work nor will you perform any activities similar to the Services for any competitor or customer of 30Second Mobile. For this purpose, a competitor would be any company or individual engaged in producing content or media services for female mobile consumers; and a customer would be any company or individual for whom 30Second Mobile or its affiliates (i) have been in the previous 12 months, (ii) are currently, or (iii) have pending proposals that you are aware of to perform media services or deliver content. In addition, you will not influence, attempt to influence, solicit, engage or in any way interfere with the relationships between 30Second Mobile or its affiliates and any employee, independent contractor, or customer.
6. Representations. You warrant and represent that all ideas, writings, text, creations, photographs, literary, musical and artistic materials and intellectual properties (collectively, “Materials") created, conceived, written or otherwise provided by you hereunder will be your own and original Materials, except for Materials in the public domain or Materials which you are fully licensed to use, and that the Materials and the use thereof by 30Second Mobile or 30Second Mobile’s affiliates, designees or licensees will not infringe upon or violate any rights of any kind whatsoever of any third party.
Further, you warrant and represent that you (i) have not accepted or agreed to accept, and will not accept, directly or indirectly from any third party, other than 30Second Mobile, any money, service or other valuable consideration for the inclusion of any matter as a part of the Work or Services; (ii) are free to enter into and fully perform this Agreement, that there is no contract or agreement, express or implied, between you and any other party which may interfere with your ability to create and deliver the Work or perform the Services or otherwise impair 30Second Mobile’s rights hereunder, and (iii) will not engage in any activity which may interfere with or otherwise impair 30Second Mobile’s rights hereunder, the preparation or delivery of the Work, or the performance of the Services hereunder.
7. Indemnity. You will at all times indemnify, defend and hold harmless 30Second Mobile and its affiliates, and the respective officers, directors, employees and agents of such entities, and all the 30Second Mobile sponsors, licensees and advertising agencies, any stations or systems over which the Work and/or the results of your Services are broadcast and/or distributed, from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorney fees and costs, arising out of: (i) the use of any Materials or Services furnished by you hereunder; (ii) any act done or words written or spoken by you, unless such words have been specifically supplied by 30Second Mobile; and (iii) any breach or alleged breach by you of any warranty, representation or agreement made by you herein.
8. Varia. This Agreement is governed by the laws of the State of Illinois, without regard to conflicts of law rules. This Agreement may not be changed, modified or discharged, in whole or in part, except by written instrument duly signed by the parties. This Agreement is personal to you and may not be assigned by you. 30Second Mobile shall be entitled to assign this Agreement, including without limitation (i) in connection with any internal reorganization, and/or (ii) to any purchaser of the Company's business, whether by acquisition of assets, equity or by way of merger. This Agreement comprises our entire understanding with respect to the subject matter hereof and supersedes all other prior written or oral correspondence, discussions and/or agreements. Unless otherwise set forth above, all of your obligations set forth in this Agreement, including the confidentiality and non-compete obligations, will begin to run on the date of this Agreement and survive for 12 months after (i) you have completed your obligations with respect to the Work and/or the Services or (ii) either of us has notified the other in writing, including via e-mail, that this Agreement has been terminated.