This will confirm an agreement between you (the “Contractor”) and Community Journals (the “Company”) under which you will submit information, original artwork, articles or photographs (the "Material") to Community Journals on a freelance basis. These terms and conditions shall apply to any submissions of Materials and may not be modified except with a written addendum signed by both parties. Payment amount for the Materials shall be agreed to before publication.
Community Journals has the right to edit, revise, and adapt the Materials at its sole discretion as it deems appropriate in order to prepare the Materials for publication, online and in print. Community Journals has the right to make all final judgments on headlines, editing, and visual treatment, including illustrations (if any) and photos accompanying the Materials. Community Journals shall have no obligation to publish the Materials. No Materials will be shared on any social media channel by you, unless requested by or approved by Community Journals. Materials may not be shared or resold by Contractor without express written permission from the Company.
Contractor represents and warrants that Contractor is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Contractor represents and warrants that Contractor’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Contractor in confidence or in trust prior to commencement of this Agreement. Contractor warrants that Contractor has the right to disclose and/or or use all ideas, processes, techniques, and other information, if any, which Contractor has gained from third parties, and which Contractor discloses to the Company or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, Contractor agrees that Contractor shall not bundle with or incorporate into any deliveries provided to the Company herewith any third-party products, ideas, processes, or other techniques, without the express, written prior approval of the Company. Contractor represents and warrants that Contractor has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with Contractor’s obligations under this Agreement. Contractor will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services.
Payment for the Materials will be made to you upon acceptance AND on receipt of an invoice from you, which must be approved by the appropriate editor or manager. This payment will be in full satisfaction of all rights herein granted. Payment will NOT be made for incomplete assignments or assignments not turned in after deadline. Invoices must be submitted no later than 30 days after approval of Materials or payment may be forfeited.
You will verify all facts in the Materials and hold harmless the Company for any errors. Community Journals has the right to check the Materials for accuracy. You will make yourself available to cooperate with Community Journals for fact checking and provide Community Journals, if it requests, documentation (sources, citations, records, names, addresses, etc.) for the Materials.
As an independent contractor, you are not an employee of Community Journals and will not be entitled to any employee benefits, such as regular salary, health, or vacation benefits. You will not be treated by Community Journals as an employee for any purpose, which means we will not withhold federal or state taxes, social security, or disability insurance, nor make unemployment contributions for you. You will be personally and solely responsible, with respect to this Agreement, for payment of any such taxes, and for any other statutory fees required of self-employed persons.
You agree to be solely responsible for incidental expenses incurred while preparing the Materials, such as transportation, phone calls or photocopy expenses. You are not authorized to incur on behalf of Community Journals any expenses and will be responsible for all expenses incurred for the Material unless otherwise agreed to by the Company, which consent shall be evidenced in writing (which may be by email).
Pursuant to this Agreement, you grant Community Journals all publication rights to the Materials, and grant Community Journals an irrevocable, paid up, worldwide, transferable, license in perpetuity to copy, distribute, display, publicly perform, and create derivative works of the Materials, including a license to redistribute, reproduce, republish, and to authorize republication, reproduction and syndication of all or part of the Materials in print, in any database, or in any other media (computer, electronic, video, or otherwise) or form, now known or hereafter invented. Community Journals is granted ownership of the original artwork. Materials are property of Community Journals and as such, are not to be resold, distributed, or modified by you in any way, unless specifically requested by an appropriate editor or manager of Community Journals.
You understand that during the Relationship, the Company may provide you with information, including Confidential Information (as defined below). You agree, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform the Material, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that Contractor obtains from the Company or otherwise obtains, accesses or creates in connection with, or as a result of, the Services during the term of the Relationship, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Contractor or of others who were under confidentiality obligations as to the item or items involved. Contractor further agrees not to make copies of such Confidential Information except as authorized by the Company.
Confidential Information. Contractor understands that “Confidential Information” means information and physical material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, processes, formulas, techniques, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and contractors of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and contractors), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom Contractor called or with whom Contractor became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Contractor by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.
You warrant and represent that the Materials are your original expression and in no way violates any copyright or proprietary or contract or personal right of others and that it contains nothing which invades the privacy of another, or which is libelous, unlawful, or obscene, and that all recipes, formulas, or instructions contained in your Material are not injurious to the user if used or followed as set forth. You will indemnify and hold harmless Community Journals, its employees, directors, affiliate companies and licensees from all liability, loss, and expense (including reasonable attorneys' fees) arising out of any claim or demand alleging facts which, if true, would constitute a breach of these warranties or representations. .
Community Journals has the right, in its sole discretion, to purchase or not purchase any offered Materials or to approve or disapprove any proposed assignment. Nothing in this Agreement shall require Community Journals to grant assignments to you or approve assignments proposed by you.
This is the entire Agreement and may not be modified except by a subsequent written document signed by all parties.
Last updated: December 2023.