We welcome you to pitch us story ideas. If we take your pitch, we will email you and ask you to agree to the following terms (this “Agreement”):
Notices. Any notice or other communication under this Agreement will be deemed to be properly given (a) when delivered personally; (b) when sent by email; (c) five (5) business days after having been sent by registered or certified mail; or (d) two (2) business days after deposit with an express courier, with written confirmation of receipt. All legal notices under this Agreement should be sent as follows: for Center for American Progress, notices should be sent to the attention of firstname.lastname@example.org and email@example.com; for you, it will be the email address that you pitch us from.
Exempt Purposes. You acknowledge and agree that your piece will be consistent with exemption under section 501(c)(3) of the Internal Revenue Code.
Term. During the Term (which we will agree upon over email), you will not accept work, enter into a contract, or accept an obligation that conflicts with or is inconsistent or incompatible with your work for us.
Confidentiality. You understand that your work with us may involve access to and creation of confidential information and materials of Center for American Progress (collectively, “Confidential Information”). Confidential Information includes, but is not limited to, information, ideas or materials like draft documents, emails, other correspondence, and personnel information. You agree that during the Term and thereafter, you will hold Confidential Information in confidence, will not use such information or materials except as necessary to perform your work for us and solely to the benefit Center for American Progress, and you will not disclose or otherwise make available such Confidential Information to any third party except as may be authorized in advance writing by Center for American Progress.
The foregoing restrictions on use and disclosure will not apply to Confidential Information of to the extent it has become generally known to the public through no act attributable to you, (b) was already known to you at the time of its disclosure by Center for American Progress, (c) was independently developed by you without use of our Confidential, or (d) such disclosure is legally compelled, provided that you will give advance notice to us, and will cooperate with us in connection with any efforts to prevent or limit the scope of such disclosure, as applicable. Any such exception must be proved by your written records.
Prohibited Coordination Communications. For the purpose of this Agreement, “Political Clients” means employers or clients of your (if any) that are federal, state or local candidates, political committees, or political party committees, whether or not such employers or clients are providing consideration to you. You represents and warrants that: (a) you will not request or suggest that Center for American Progress make a communication that refers to Political Client; (b) you will not cause Center for American Progress to disseminate, distribute, or republish, in whole or in part, campaign materials of a Political Client; (c) you have not, and will not, use in your work for Center for American Progress, or convey to Center for American Progress, non-public information about plans, projects, activities, or needs of a Political Client in any manner that is material to the creation, production, or distribution of a Center for American Progress communication; (d) you have not, and will not, use your work for Center for American Progress, or convey to Center for American Progress, non-public information used by you in providing services to a Political Client, if that information is material to the creation, production, or distribution of a Center for American Progress communications; (e) you have not and will not share material, non-public Center for American Progress materials, information, assets, plans or strategies with a Political Client; and (f) if you become aware of any violations of these policies by anyone, at any point, whether intentional or inadvertent, you will immediately inform the us of such violations.
Intellectual Property Rights. You acknowledge and agree that Center for American Progress owns all right, title and interest in and to any creations or materials generated by you in the performance of the this work (collectively, the “Works”). Each Work that is a work of authorship is hereby deemed to be a “work made for hire” (as such term is defined in 17 U.S.C. § 101), and will be the sole and exclusive property of Center for American Progress. To the extent that any Works may not be considered “works made for hire,” you hereby irrevocably transfer and assign to Center for American Progress all of your right, title, and interest in and to such Works. To the extent you retain any right, title or interest in or to a Work, you hereby grant to Center for American Progress a perpetual, irrevocable, fully paid-up license to use, reproduce, distribute, display and perform, prepare derivative works of and otherwise modify all or any portion of such Work in any form or media. You further waive any “moral” rights or other rights with respect to attribution of authorship of integrity of the Works.
Subject to the terms and conditions hereof, Center for American Progress hereby grants you a non-exclusive, perpetual, royalty-free license to use and republish the Works (including portions thereof) that do not constitute Confidential Information after our first publication; provided however, that you attribute such Works (or portions thereof) to Center for American Progress and, if such use is online, including a link to the website.
Termination; Effects of Termination. Either party may terminate this Agreement for any reason, effective upon 7 days prior written notice. Upon expiration or any termination, you will promptly return any Confidential Information of Center for American Progress under your control. Sections regarding Intellectual Property, Confidential Information, Notices, Indemnification, Termination, and Representation and Warranties, will survive expiration or any earlier termination of this Agreement.
Representations and Warranties. You represent and warrant that (a) you have full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) you have obtained all permissions, releases, rights or licenses required to grant the rights and assignments granted to Center for American Progress herein without our need to further obtain any releases or consents, as applicable; (c) you will not violate, infringe or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, and does and will not contain any matter that is defamatory; (d) you will make best efforts to comply with all applicable terrorist financing and asset control laws, regulations, rules, and executive orders, and your obligations under this Agreement.
Indemnification. Each party agrees to indemnify and hold harmless the other party, and its current and former trustees, officers, staff members, assignees, agents, and licensees, from and against any losses, costs, expenses (including reasonable attorneys’ fees), judgments, settlements, and damages resulting from any claim or action arising out of the indemnifying party’s breach of any covenant, representation, or warranty in this Agreement. Notwithstanding the foregoing, neither party will liable to the other party under this provision for an amount exceeding that paid to your during the preceding year.
Taxes. You acknowledge and agree that you are responsible for reporting as income all compensation received by you hereunder, and making any payments required to any federal, state or local tax authority with respect to your work for us.
Assignment; Third Parties. You acknowledge that Center for American Progress has entered into this Agreement on the basis of your particular abilities. Accordingly, you may not subcontract or otherwise delegate your obligations under this Agreement without Center for American Progress’ prior written consent. This Agreement is made and entered into for the sole protection and benefit of the parties hereto, and is not intended to convey any rights or benefits to any third party, nor will this Agreement be interpreted to convey any rights or benefits to any person except the parties hereto.
Relationship of the Parties. The parties acknowledge that you are an independent contractor for Center for American Progress, not a Center for American Progress employee, and that nothing in this Agreement is intended to or should be construed to create a partnership, joint venture or employment relationship. As an independent contractor you may not represent or bind Center for American Progress without express authorization from a Center for American Progress authorized officer.
Severability; Headings. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity or enforceability of the other provisions will not be affected. The section headings used in this Agreement are for convenience only, and in no way are intended to define or limit the construction or interpretation of this Agreement.
Waiver. Failure to enforce any provision or to exercise any right, remedy or power under this Agreement will not operate as a waiver of any such provision, right, remedy or power hereunder.
Governing Law. This Agreement is governed by, and to be construed in accordance with, the laws of the United States and the District of Columbia.
Entire Agreement and Modification. This Agreement represents the entire agreement between the parties with respect to the Works agreed to over email.