This Freelance Agreement (the "Agreement")
sets forth the terms and
conditions of the agreement between CanWest News Service, a division
CanWest Publications Inc. ("CanWest") and the above-named individual
("Freelancer") for the services of Freelancer to create and
or other material ("Content") to CanWest.
1. CanWest may, from time to time engage Freelancer to furnish Content
CanWest. This Agreement shall apply to all Content furnished to CanWest
Freelancer, without further formality, until terminated in writing.
2. Freelancer acknowledges and agrees that Freelancer''s engagement
hereunder is on a "flat fee" basis. Nothing in this Agreement
interpreted so as to create the relationship of employer/employee between
CanWest and Freelancer, which shall be that of independent contractors.
Freelancer acknowledges that Freelancer shall be solely responsible for
necessary deductions and remittances whether for income tax purposes
otherwise in connection with the compensation earned hereunder. Freelancer
agrees that the Content, this Agreement, and the services of Freelancer
not subject to any union or collective bargaining agreement, and will
become so subject.
3. Freelancer hereby irrevocably grants and assigns to CanWest all rights
every kind in and to the Content (including copyright), and agrees that
CanWest shall have the right to exclusively use and exploit the Content
any manner and in any and all media, whether now known or hereafter devised,
throughout the universe, in perpetuity. For greater certainty, Freelancer
shall have no right to re-sell or re-publish the Content without CanWest''s
express written permission. CanWest shall be entitled to edit the content,
and Freelancer hereby waives in favour of CanWest and its assigns, all
"moral rights" in and to the Content. Nothing herein shall obligate
to use or publish the Content in any manner. The rights granted hereunder
may be freely assigned or sub-licensed by CanWest to any third party.
4. Freelancer represents and warrants that the Content is wholly original
Freelancer, that Freelancer has the unimpaired right to convey the rights
granted herein, and that the Content shall not infringe upon or violate
rights of any third party, whether personal or proprietary, including
copyright. Freelancer hereby indemnifies and holds harmless CanWest from
against any and all damages, or liabilities arising out of a breach by
Freelancer of this Agreement or any of the foregoing representations
warranties. Freelancer''s rights and remedies hereunder shall be limited
the right, if any, to obtain damages at law and Freelancer shall not
any right in such event to terminate, rescind, enjoin or restrain any
rights granted to CanWest hereunder.
5. This Agreement shall be governed by the laws of, and shall be subject
the jurisdiction of the courts of the Province of Ontario and Canada
applicable therein. Either of CanWest or Freelancer may terminate this
Agreement on thirty (30) days written notice, provided that CanWest shall
retain all rights in and to all previously provided Content. This is
entire Agreement between the parties.