Reporter Contract

Pioneering community-funded reporting

REPORTER AGREEMENT FOR SPOT.US

This Reporter Agreement for Spot.Us ("Agreement") is by and between American Public Media
("APM") and the independent reporter who is identified by a specific Spot.Us user account, has
created a "pitch", and has accepted the terms and executed this Agreement ("Reporter" ) (each,
a "Party" and collectively, the "Parties").

The Parties agree as follows:

1. SERVICES.

1.1 Reporter agrees (a) to investigate or explore a topic ("Topic") as described in
the pitch that was created by Reporter on the "Start a Story" page on the website
www.Spot.Us and submitted to APM ("Pitch") and (b) to produce an article, piece,
segment, photo, or other journalistic work pertaining to the Topic (collectively,
the "Services").

1.2 The scope and focus of the Services shall be consistent with the description
contained in the Pitch. The Services shall be completed by Reporter no later than ninety
(90) days after submitting the Pitch unless an alternative deadline is otherwise specified
in the Pitch.

2. DURATION OF AGREEMENT.

2.1 This Agreement commences as of the date of the signature of the second party to
sign ("Effective Date").

2.2 If Reporter breaches this Agreement or fails to fulfill Reporter's responsibilities
under this Agreement, APM may, in addition to its other remedies, immediately
terminate this Agreement.

2.3 If this Agreement is terminated for any reason, no Fee will be due to Reporter as
provided in Section 3 below. In all cases, Section 5 (Grant of Rights), Section 6 (Ethics),
Section 7 (Certain Covenants) and Section 8 (General Provisions) herein shall survive
any termination of the Agreement.

3. PAYMENT.

3.1 In exchange for the Services to be provided under this Agreement, APM agrees to
pay Reporter a fee specifically stated in the originating Pitch or as otherwise agreed to
by the Parties ( "Fee"). APM's obligation to pay the Fee is expressly conditioned upon
Reporter providing the Services to APM's reasonable satisfaction.

3.2 Payment of the Fee will be made payable and sent to Reporter at the address
provided by the Reporter in the Pitch. Any change in these payment terms, including
but not limited to Reporter's request that payment be made to a third party on behalf of


Reporter, shall be subject to negotiation of terms and execution of an amendment to this
Agreement.

3.3 Payment will be made thirty (30) days after the Services are completed. However,
APM may withhold payment until Reporter provides a signed, completed IRS Form W-9
(www.irs.gov).

4. INDEPENDENT CONTRACTOR STATUS.

4.1 Reporter shall serve as an independent contractor and not as an employee of APM.
APM and Reporter hereby covenant with one another to treat the engagement of Reporter
as that of an independent contractor, and not an employee, for all purposes. This
includes, but is not limited to, the following:

4.1.1 Reporter is engaged by APM to exercise his/her own independent and
professional judgment in performing the Services pursuant to this Agreement.
Reporter, in his/ her sole discretion, will determine the manner, means, details and
methods used in performing the Services.

4.1.2 In connection with the Services, Reporter shall not be entitled to, and
shall make no claim to, rights or fringe benefits afforded to APM's employees,
including health insurance, disability or unemployment insurance, workers'
compensation insurance, pension and retirement, profit-sharing, or any other
policy or plan applicable to employees of APM.

4.1.3 Reporter is responsible for paying all Federal, state, and local income or
business taxes, including estimated taxes, self-employment and any other taxes,
fees, additions to tax, interest or penalties which may be assessed, imposed, or
incurred as a result of the Fees paid by APM pursuant to this Agreement.

4.1.4 Reporter shall not have any right or authority to assume or create any
obligation or responsibility, express or implied, on behalf of or in the name of
APM, or to bind APM in any manner, except as may be authorized in writing by
a duly authorized officer or manager of APM, and shall not make any contrary
representation to any third party.

4.1.5 Reporter is responsible in all respects for any assistants or sub-contractors
that Reporter may retain.

4.1.6 Reporter is responsible for furnishing all equipment, tools and supplies
necessary to complete the services including, but not limited to, telephone,
computer, fax, or any other tool or equipment Reporter deems necessary.

4.1.7 Nothing in this Agreement will be construed to prohibit Reporter from
pursuing other jobs, except to the extent that those jobs will conflict with the
Services provided under this Agreement.

5. RIGHTS.

5.1 As between the Parties, Reporter owns and will continue to own the intellectual
property rights to the Services, including the copyright and all renewals of and extensions
of copyright therein.

5.2 Reporter will make reasonable efforts to secure for APM a non-exclusive, fully
paid, worldwide, perpetual, irrevocable, royalty-free, license to post the story that is the
result of the Services on the Spot.Us website and for use in promotional material about
Spot.Us, along with biographical information about the Reporter. APM has the sole
discretion to decide whether, when, and how to post the story on the Spot.Us website or
on promotional materials.

5.3 Reporter realizes that APM or an affiliate may produce and distribute works on
similar or related topics as the pitch, and releases APM and its affiliates from any claims
that Reporter may have related to the Topic(s) in general.

6. ETHICS. In performing the services reporter agrees to follow the ethics policy of the Society of Professional Journalists (SPJ) at http://www.spj.org/ethicscode.asp , the Radio and Television Digital News Association
(RTDNA) at http://www.rtnda.org/pages/media_items/code-of-ethics-and-professional-
conduct48.php , or another professional journalism ethics code recognized by APM.

7. CERTAIN COVENANTS AND INDEMNIFICATION.

7. 1 Reporter represents and warrants the following:

7.1.1 Reporter is free to enter into this Agreement and carry out the terms
contained herein.

7.1.2 Reporter has not entered into any agreement that would in any way interfere
with APM's rights to and enjoyment of Reporter's Services or is otherwise
inconsistent with any of the provisions of this Agreement.

7.1.3 The Services will be original work by Reporter, will not have been
previously published in any form, and will not infringe upon the personal or
proprietary rights of, or give rise to any claim by, any third party.

7.1.4 In the event any complaint relating to the Services is made by any third
party at any time, whether by a formal legal claim or otherwise, Reporter will
fully cooperate with APM in responding to and defending against such complaint
or claim.

7.1.5 Reporter will conduct a due and diligent inquiry with regard to all
representations of fact contained in the Services and that all such representations
will be true and correct to the best of Reporter's knowledge.


7.2 Reporter agrees to indemnify and hold APM harmless from any and all losses,
claims, damages, expenses and liabilities (including any investigation, legal and other
expenses) incurred by APM on account of any action, suit, proceeding or alternative
dispute resolution mechanism, whether civil, criminal, administrative, or investigative,
arising out of the Services and of Reporter's performance of the Services pursuant to this
Agreement.

8. GENERAL PROVISIONS. This Agreement contains the entire understanding of the Parties and

no modifications can be made except in writing and signed by both Parties. Any assignment of the
Agreement by Contractor is subject to APM's prior consent. This Agreement does not create a Joint
Venture. This Agreement will be governed by and construed in accordance with the laws of the State of
Minnesota.

American Public Media

Reporter

By: ___________________________
Title: _________________________

Date: _________________________

Sign: _______________________
Print name: __________________

Date: _______________________

 

Version 11/30/11

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What is Spot.us?

Spot.Us is an open source project to pioneer "community powered reporting." Through Spot.Us the public can commission and participate with journalists to do reporting on important and perhaps overlooked topics. Contributions are tax deductible and we partner with news organizations to distribute content under appropriate licenses.