This agreement (the “Agreement”), effective as of 12/19/2018, is between InsideSources, LLC, (“InsideSources”) and the undersigned publisher (“the Licensee”) (collectively referred to as the “parties” or individually as a “party”). The syndicated material consists of each article owned by InsideSources that InsideSources chooses to make available for publication by third parties (the “Article” or “Articles”). The parties hereby agree as follows:
1. InsideSources warrants and Licensee acknowledges that InsideSources is the sole owner of all copyrights and other intellectual property rights in the Articles. Licensee obtains no right, title, or interest in any Articles except as expressly set forth in this Agreement.
2. InsideSources grants to Licensee a nonexclusive, irrevocable (except as set forth in the termination provisions of Paragraph 6), paid-up license to reproduce and/or display the Articles in the specified paper publication, and/or its corresponding website.
3. Licensee agrees that each Article will be published substantially in its entirety and that the content of any Article will not be altered except for purposes of formatting and editing within accepted industry standards. Licensee agrees not to format or edit any Article in a manner that alters the meaning, message, or context of the Article or could lead or result in a third-party claim against InsideSources, including without limitation defamation, copyright infringement, or the violation of a third party’s right of privacy or publicity.
4. Licensee agrees to provide conspicuous credit to InsideSources as the source of the Articles and reproduce all copyright notices appearing in the Articles.
5. Except as expressly allowed herein, Licensee is not authorized to create any derivative works containing or based on the Articles without prior written consent from InsideSources. Licensee agrees that any derivative works created by Licensee in violation of this Agreement will be the sole property of InsideSources, and all right, title, and interest, including copyright, to any such derivative work shall be owned solely by InsideSources.
6. In the event that either party believes the other has failed to comply with any material terms of this Agreement, such party must notify the breaching party in writing. The breaching party will have five (5) business days from the receipt of written notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within five (5) business days, the non-breaching party has the right to terminate the Agreement without further notice. Upon termination of this Agreement, Licensee’s access to the Articles will be terminated. Authorized copies of any Article already published by Licensee may be retained by Licensee and used subject to the terms of this Agreement.
7. Licensee’s rights under this Agreement are not assignable or otherwise transferable without the prior written consent of InsideSources.
8. No modification or claimed waiver of any provision of this Agreement is valid except by written amendment signed by authorized representatives of InsideSources and Licensee. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement is not a waiver of any further right under this Agreement.
9. This Agreement will be deemed to be executed in the Commonwealth of Virginia and construed in accordance with the law of the Commonwealth of Virginia, without regard to any conflict of law principles. The state and federal courts of the District of Columbia shall have exclusive jurisdiction over any dispute between the parties hereto and the parties agree that the venue for any dispute will be state and federal courts of the District of Columbia. In the event any provision of this Agreement is found to be illegal or unenforceable by a court of competent jurisdiction, then, in any such event, the provision so found will not affect the validity of the remaining portions and provisions of this Agreement.
10. Each of the parties hereby represents and warrants to the other party that is has the right, power, and legal authority to enter into and fully perform this Agreement in accordance with its terms and that this Agreement when executed and delivered by the parties will be a legal, valid, and binding obligation upon the parties in accordance with its terms.
11. This Agreement sets forth the entire understanding and agreement of the parties hereto and may not be altered, modified, canceled or terminated except upon the agreement of the parties in writing.