This sets forth the terms of the agreement between Catalyst Inc. (“Catalyst”) and you regarding your writing a blog post for Catalyst Inc. (the “Agreement”).
(1) Content: Subject to the conditions herein, Catalyst will publish on one or more of its online forums, including Catalyzing or MARC (Men Advocating Real Change), (the “Website”) content that you agree to provide from time to time (content provided by you, the “Works”).
(2) Consideration/Grant of Rights/License: In consideration of Catalyst publishing the Works, you hereby grant Catalyst the following non-exclusive, royalty-free, sublicenseable, transferable, perpetual and worldwide rights and license in and to each of the Works:
a. The right to reproduce, publish, distribute, display and create derivative works (including translations and advertisements) of any of the Works, in whole or in any part, on or in connection with the Website or otherwise, provided, however, that Catalyst will give you the opportunity to review any derivative work that is a translation, or is a substantial modification, of any Work prior to its publication.
b. The right to use your name, likeness or biography and to publish information about you in connection with any of the foregoing rights and uses.
All of the foregoing rights extend to any use of any of the Works in any and all media or format, whether now known or as may hereafter be created, including, but not limited to, all print, other hard copy, digital or electronic media, internet, or wireless or mobile platforms.
(3) Limited Exclusivity Period; Attribution: You will not, and you will not permit any third party to, publish any Work in any media or format for a period of not less than thirty (30) days from date on which such Work is first published on the Website. After such period, if you publish, or any third party authorized by you publishes, the Work, you shall, and you shall ensure that such third party shall, credit the first publication of the Work substantially as first published on the Website.
(4) Ownership of Intellectual Property Rights: Subject to the rights granted to Catalyst pursuant to Section 2, you own and retain all intellectual property rights in any and all Works.
(5) Representations and Warranties; Covenants; Indemnification; Conflict of Interest:
a. You represent and warrant that: (i) you have the full right and authority to enter into this Agreement, (ii) you are or will be the sole author of each Work, (iii) the Work is or will be your own original work, (iv) the Work does not and will not plagiarize another’s work, (v) the Work has not, prior to publication on the Website, previously been published by you or any other person in any form, (vi) the Work has not been assigned, pledged or otherwise encumbered by you or any other person, (vii) the Work contains no intellectual property owned by any third party or, if it does, you have cleared, at your expense, all rights to use such intellectual property in the Work for all of the purposes and rights granted pursuant to Section 2, (viii) the Work does not contain any libelous, obscene or untrue statements or any material that is deceptive, fraudulent or intentionally misleading or that invades any right of privacy or personal right of any person, (ix) the Work and Catalyst’s use of it in accordance with this Agreement does not infringe upon, violate or misappropriate any intellectual property right of any third party or any applicable law or regulation, and (x) all statements in the Work that are asserted as facts are true or based upon research that would reasonably support its accuracy.
b. You shall retain all notes, drafts and copies relating to a Work for three (3) years from the date on which you provide the Work to the Website.
c. Prior to submitting a Work to the Website, you shall disclose to Catalyst in writing any actual or potential conflict of interest, including, but not limited to, any activities, sponsors, affiliation or interest, financial, political or otherwise, in any product, service, firm, or commercial venture relating to the subject of the Work or any professional, business, political or personal relationship (family or otherwise) with any person mentioned in the Work or to which the Work refers. The Works shall not directly or impliedly endorse any political candidates or political positions.
d. Except with the prior written consent of Catalyst, you will not refer to your association with Catalyst in connection with any promotion or identification of yourself publicly (other than in connection with a Work published on the Website), including in any speaking engagements, public appearances, interviews or any other publication. In no event will you use your association with Catalyst to solicit or accept any services, products or gifts.
e. You agree to defend, indemnify, and hold harmless Catalyst, and its directors, officers, employees, licensees and agents, against any third-party claim, liability, damages, cost or expense, including reasonable attorneys’ fees, arising out of any breach or alleged breach by you of any provision of this Agreement.
(6) Right not to Publish and to Edit: Notwithstanding any other provision of this Agreement, Catalyst, in its sole discretion and for any reason, may choose not to publish any Work or may, at any time, remove, withdraw, postpone the publication of or edit the Work, whether in whole or in part.
(7) Relationship of the Parties: Nothing herein shall be construed to create an employer-employee, partnership or agency relationship between Catalyst and you. You are an independent contractor and not an employee, partner or agent of Catalyst.
(8) Term and Termination: This Agreement shall remain in effect from the date on which you execute it below until terminated by either party upon written notice. Sections 2, 4, 5(a), (b), (d), and (e), 8, and 10 shall survive the termination of this Agreement.
(9) Modification/Assignment: This Agreement contains the entire understanding between Catalyst and you and may not be modified, waived, assigned or discharged except expressly and in a writing signed by both parties. Any assignment of this Agreement in violation of this provision shall be null and void.
(10) Governing Law/Jurisdiction/Severability/Superseding Agreement: This Agreement shall be governed by the laws of the State of New York without giving effect to any conflict of laws principles thereof. You agree to bring any disputes arising out of this Agreement exclusively in either the federal courts of the Southern District of New York or the courts of the State of New York located in the County of New York, New York. You consent to the exercise of personal jurisdiction by, and to venue in, any such courts. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. This Agreement supersedes any prior agreement, written or oral, between Catalyst and you pertaining to the subject matter hereof.
(11) Electronic Signature: This Agreement may be executed via electronic transmission with the same effect as if executed on a document and as if the signature was an original.
CATALYST BLOGGER GUIDELINES/CODE OF CONDUCT
1. Be concise. Follow the word count set by Catalyst for your post.
2. Be conversational—write in clear, jargon-free, non-academic language for a general audience.
3. Be transparent and truthful. Use your real identity and voice—be authentic.
4. Don’t be afraid to court controversy—a provocative post will attract comments.
5. Don’t hesitate to ask questions from your readers—start a conversation.
6. Identify and link to sources whenever feasible.
7. Avoid advertising and self-promotion.
8. Look for ways to spread the word about the Website—link to it in your email signature, leverage Twitter, Facebook and LinkedIn, and simply talk about it!