Contributor Terms and Conditions

This letter agreement (this “Agreement”) sets forth the agreement between Minnesota Connected L.L.C. (“Company”) and you (“Contributor”) with respect to the work(s) created by Contributor at the request of Company from time to time during the Term, as described in 2 below.
1. Term. This Agreement is perpetual and effective from the date first set forth above until terminated by either party by written notice to the other.
2. Work(s). Contributor shall create and provide to Company certain work(s) as requested by the Company including the research and creation of written articles related to current events, news, sports and other related information (the “Works”) in accordance with the criteria set forth therein.
The terms and conditions of this Agreement apply to all Works that are commissioned by Company during the Term, regardless of whether any such Works are completed or required to be completed prior to termination of the Term.
3. Contributor Responsibilities. With respect to each Work commissioned during the Term, Contributor shall:
(a) deliver such Work to Company on a timely basis in the formats and on or via the media, and to the address, set forth in Schedule A.
(b) prior to delivery of such Work, obtain from all persons who are, or whose property is, identified, depicted or otherwise referred to in such Work, such written and signed licenses, permissions, waivers and consents (collectively, “Permissions” and each, individually, a “Permission”), including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for Company, including its licensees, successors and assigns, to exercise its rights in such Work, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person.
(c) prior to or concurrently with delivery of such Work, provide Company with an executed original of a copy of each such fully-executed Permission when necessary.
4. Grant of Rights.
(a) Company is and shall be the sole and exclusive owner of all right, title and interest in and to the Work(s), including all copyrights and other intellectual property rights therein. In furtherance of the foregoing, Contributor shall create all Work(s) as work(s) made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Work does not qualify as, or otherwise fails to be, work made for hire, Contributor shall, and hereby does, (a) assign, transfer and otherwise convey to Company, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to such Work, including all copyrights and other intellectual property rights therein; and (b) irrevocably waive any and all claims Contributor may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to such Work.
5. Use of Contributor’s Name, Likeness and Information. Contributor hereby grants to Company and its affiliates, and each of their respective direct and indirect successors, licensees and assigns, the right to use Contributor’s name, image, likeness and biographical and professional information (including information Contributor provides to Company and any other information about Contributor that is publicly available) provided by Contributor from time to time in connection with the Work(s) and any Adaptations, including to advertise and promote the same or any product or service that features or includes at least one of the Work(s), in whole or in part, as provided by Contributor unmodified or as Adapted.
6. Attribution. Company shall have the right, but not the obligation, to provide Contributor with attribution of each Work in connection with any publication of such Work, provided, however, that Company shall have no obligation to provide such attribution where, in its reasonable discretion, space does not reasonably permit.
7. Representations and Warranties. By providing any Work to Company, Contributor hereby represents and warrants that such Work:
(a) is Contributor’s sole and original creation;
(b) has not been, and prior to Company’s publication thereof will not be, published or otherwise made publicly available, in whole or in part;
(c) is not libelous or otherwise defamatory;
(d) does not, and use thereof will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret or other intellectual property right, or any right of publicity or privacy.
8. Indemnification. Contributor shall indemnify, defend and hold harmless Company and its Affiliates, and its and their respective officers, directors, employees, agents, affiliates, successors and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements arising from or relating to any breach by Contributor of its representations, warranties or other obligations hereunder.
9. Relationship of the Parties.
(a) Contributor is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Contributor and Company for any purpose. Contributor has no authority (and shall not hold itself out as having authority) to bind Company and shall not make any agreements or representations on the Company’s behalf without Company’s prior written consent.
(b) Contributor is not eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Company to its employees.
10. Miscellaneous.
(a) This Agreement is personal to Contributor. Contributor shall not assign or otherwise transfer any of its rights, or delegate, subcontract or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 10(a) is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(b) Company is not responsible for, payment of or reimbursement for, any fees, charges, or other expenses incurred by Contributor when researching, writing, or preparing any Works.
(c) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the County of Dakota, Minnesota in any legal suit, action or proceeding arising out of or related to this Agreement or any Work(s).
(d) This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.