Author Contract NNPA [AUTHOR --- WORK-MADE-FOR-HIRE—REGULAR COLUMN ] Author: Column:__________________________________________ Expected Publication or Distribution Date: Number of Words: Fee (if any): Regular Due Date: Welcome to the National Newspaper Publishers Association, Inc. (NNPA) (“Publisher”) and NNPA News Service. Please confirm the terms on which you will be submitting a Column for distribution by the NNPA News Service and its Web site, BlackPressUSA.com™, by signing this Agreement and returning it to: Editor-in-Chief NNPA News Service 3200 13th Street, N.W. Washington, D.C. 20010. 1. You agree to prepare and submit to the NNPA News Service/BlackPressUSA.com™ in a timely fashion a regular Column intended for distribution at a time to be selected by the Editor-in-Chief (“Editor”). 2. Unless you are otherwise notified in writing, you agree to deliver each completed Column in the following format: (i) typed double-space on 8 1/2” x 11” paper, together with a 1.44” computer diskette containing the Column in an electronic format specified by Editor or (ii) via electronic mail to the appropriate editor as designated by Editor. You will deliver each Column no later than the “Due Date” (as set forth above). Time is of the essence. 3. Acceptance of each Column shall be at the sole discretion of the Editor. We will not be obligated to publish or distribute the Column, regardless of whether we accept it. 4. You agree that each Column you submit to the Editor (and any other work you submit or have submitted to us not covered by a separate written agreement signed by us) shall be a work-made-for-hire within the meaning of the copyright laws of the United States, and that for the time period described below, the NNPA shall own all rights in such Columns, including copyright, throughout the world. In the event that any Column is deemed not to be a work-made-for-hire, then you hereby grant exclusively to NNPA all rights to such Column, including all rights in copyright, in all present and future media and languages, worldwide, and any renewals and extensions thereof, and in and to all works based upon, derived therefrom, or incorporating the Column and in and to all income, royalties, damages, causes of action, either at law or at equity for past, present or future infringement based on copyrights, and in and to all rights corresponding to the foregoing throughout the world.. You further agree that, solely for the purposes of advertising or promoting the Columns (or any related product or service of NNPA or its affiliates), we will have the right to use your name, likeness, and/or biographical information, and to authorize others to do so, in any present or future medium. 5. In addition to the rights set forth in paragraph 4 above, you hereby grant to NNPA, its successors and assigns, the following rights with respect to each Column: (i) the exclusive, worldwide, first time right for the period ending ninety (90) days after Column is first distributed by the NNPA News Service or placed on BlackPressUSA.com, whichever is later, (ii) the non-exclusive right, for the full term of the copyright of the Column, to distribute the Column (A) on the News Service, (B) in any foreign edition of the News Service, (C) on the Internet and (D) in all syndicated media; (iii) the non-exclusive right, for the full term of the copyright of the Column, to republish, reprint or reuse the Column, or to cause the Column to be republished, reprinted or reused, in the News Service, on the Internet or in connection with any anthology or collected works of NNPA News Service or one of its affiliates; (iv) the right to license, distribute, assign, or transfer any right, title or interest or copyright in the Column or otherwise dispose of the Column or any portion thereof for any purpose and in any manner; (v) all subsidiary rights; and (vi) the non-exclusive right, for the full term of the copyright of the Column, to use the Column, together with your name and pertinent biographical data, in promoting, advertising and publicizing the NNPA News Service and/or BlackPressUSA.com, or any anthology or collected works of NNPA or in connection with any merchandising related to the News Service or in connection with promotion of the Internet site on which the Column may be placed by NNPA News Service. 6. You agree to execute any and all further documents and to perform such other acts as NNPA may deem necessary to secure for NNPA or its designee the rights herein assigned. 7. You hereby assign to NNPA and/or waive any and all claims that you may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of “droit moral” in connection with each Column. 8. NNPA may illustrate any Column with photographs or illustrations or both, and you agree to, if requested, timely assist in the writing of the captions thereof. 9. Editor will have the right to edit each Column as he sees fit. You agree to cooperate fully in the editing and fact-checking processes, to supply any information concerning each Column that may be requested by the Editor or his designee and to re-write each Column, as necessary, per the instructions of your supervising editor or another authorized representative of the Editor. At our request, you will provide all materials to which you referred in preparation of the Column (including notes and tapes, telephone numbers of sources, copies of articles and other print or electronic documents). 10. You will not write and authorize the publication of any material which is on the same subject as any Column and which could reasonably be deemed competitive with such Column until at least one hundred and eighty (180) days after first publication or distribution of such Column by the NNPA News Service. 11. If you arrange for resale of any Column for publication, after expiration of Publisher’s period of exclusivity, you retain all proceeds from such sale. Whenever you exercise any of the rights retained by you, you will secure credit for Publisher as follows: “Originally published by the National Newspaper Publishers Association (NNPA).” 12. You represent and warrant that each Column will be original to you and has not been registered for copyright, previously published, otherwise exploited or agreed to be published, or in the public domain; that no Column will be libelous nor will it violate the right of privacy or publicity of any person; and that no Column will infringe any copyright, trademark, service mark, or trade secret right. You warrant that you are the sole author of the Column, that you have full power and authority to make this Agreement; that you do not know of any pending or threatened claim or litigation in connection with the Column or the rights herein granted. You agree to indemnify and hold harmless the NNPA, its directors, officers, managers, employees, shareholders, parent, subsidiaries, affiliates, agents, and licensors against any and all losses, damages or expenses (including reasonable attorneys’ fees) that the NNPA may suffer or incur because of any claim arising from the breach or alleged breach of any representation, warranty or covenant made by you in this Agreement. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. Under all circumstances, you shall provide us with such cooperation as is reasonably requested by us. 13. You understand that you are an independent contractor and will not be treated as an employee of the NNPA for any purpose. You will not receive employee benefits and you alone will be responsible for paying all taxes owing on any sums paid to you under this Agreement. You agree to indemnify and hold NNPA harmless from and against any and all claims, demands, liabilities and obligations for any such taxes. Nothing contained herein shall be deemed or construed by the parties hereto or by any third person or entity to create the relationship of partnership, joint venture or employment. You shall not be entitled to benefits that may be afforded from time to time to NNPA’s employees, including without limitation, holidays, sick leave, workers’ compensation and unemployment insurance. 14. Inasmuch as a breach or threatened breach of the restrictions set forth in this Agreement may irreparably damage the NNPA, you agree that the NNPA shall have, in addition to all other rights and remedies, the right to obtain an injunction from a court of competent jurisdiction enjoining your breach or threatened breach of any of the restrictions of this Agreement. In addition, the NNPA shall not be required to post a bond or security prior to, or in conjunction with, any such relief. 15. The failure of either party to enforce any term or condition of this Agreement shall not be deemed a waiver of any terms or conditions of this Agreement. 16. You may not assign or delegate your duties hereunder and any such purported assignment shall be void. This Agreement constitutes the entire understanding between you and the Publisher as to all Columns you submit (and any works you submit not covered by a separate written agreement); it cannot be modified except in a writing signed by both of us. This Agreement will commence on the date of the later signature below and will remain in effect for the Term of months set forth above, unless terminated earlier by the Publisher on three (3) months written notice. Upon such termination, the Publisher shall have no obligation to make any further payment of any kind to you except that the Publisher may pay you for any Column that has been accepted prior to termination. Paragraphs 3 – 16 shall survive any termination of this Agreement. This Agreement shall be governed under the laws of the District of Columbia and any dispute or claim arising from this Agreement shall be decided in a local or federal court in Washington, D.C., which shall be the exclusive forum for such disputes. 17. This contract constitutes the entire agreement between you and NNPA and supersedes all prior or contemporaneous communications and proposals between you and NNPA, BlackPressUSA.com™ or any of its affiliates. 17. Please acknowledge your agreement to the foregoing by signing in the space provided below. Sincerely, National Newspaper Publishers Association, Inc. By:___________________________ Name: ________________________ Title: _________________________ Date: _________________________ Accepted and Agreed to By: __________________________________ Name: _____________________________ Date: ______________________________ SSN _________________________ Address: ____________________________ ___________________________________ ___________________________________ Phone: _____________________________ Fax: _______________________________ E-mail Address: _______________________