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CORPORATE PORTFOLIO MANAGEMENT ASSOCIATION CONTENT PROVIDER TERMS AND CONDITIONS By submitting an article or blog for publication through the Corporate Portfolio Management Association (hereinafter “the CPMA”) , the author (hereinafter “Content Provider”) agrees to the following terms and conditions. Content provider refers to single or multiple authors and creators of content. 1. INTELLECTUAL PROPERTY (a) The CPMA shall own all rights to any and all Intellectual Property (hereinafter “the CPMA I.P.”) related to the CPMA website (hereinafter “Site”), including the name and URL of the Site, content and materials, including but not limited to, software (including modifications, upgrades or new versions), designs, icons, menus, trademarks, text graphics, photographs, illustrations, audio, video and data, related to the Site, including the graphical look and feel of the Site. The CPMA I.P. also includes the CPMA’s newsletter, training, education & benchmarking programs, toolkits, conferences & seminars as well as any other content, services, tools, etc created in the future by the CPMA. To the extent that the Content Provider is provided or gains access to software, methodologies, information or data of the CPMA or its licensors, with the express written permission of the CPMA, then Content Provider is hereby determined to be a Licensee of the CPMA. As such, Content Provider agrees that it may not sell, copy, distribute, market, derive, or modify existing the CPMA I.P., and Content Provider further agrees that it may only use the CPMA I.P. for the exclusive and specific purpose of performance of services to the CPMA. In additional to other rights and remedies available, the CPMA shall be entitled to enforcement of such obligations by court injunction. (b) Any and all content and features developed or conceived by Content Provider or Content Provider’s sub-hires, employees or helpers, as well as other results and proceeds (collectively, the “Work”) will be “works made for hire” and will be the exclusive property of the CPMA. Content Provider shall waive any claims to “moral rights” Content Provider might have in connection with the Work. If any Work is determined to be a “work made for hire”, Content Provider, by submitting an article for publication on the CPMA, agrees to assign all right, title and interest in such Work in perpetuity in all media currently in existence or invented in the future. The Work does not include Content Provider Content, Personal Content or Intellectual Property that was or is hereafter created exclusively by Content Provider at its own expense and with no consideration from the CPMA (hereinafter “Content Provider I.P.”). In order for any content or materials supplied by Content Provider to qualify as Content Provider I.P., the Content Provider must fully define the Content Provider I.P. in writing and submit to the CPMA prior to submitting an article for publication on the CPMA. (c) Content Provider shall include, in every agreement with all persons employed or supervised by Content Provider providing services to the CPMA, language and terms and provide the CPMA with all I.P. rights noted herein and set forth specifically in paragraphs (a) and (b) above for any work so developed or provided. 2. LICENSE (a) Content Provider hereby grants to the CPMA a nonexclusive, perpetual, worldwide license to use the Content Provider I.P. on the Site, the Internet and on any commercial online service or similar service (Online Media). In addition, the Content Provider grants to the CPMA a nonexclusive, perpetual, worldwide license to use the Content Provider I.P. in any media, whether now or hereafter known, other than Online Media. (b) The CPMA hereby grants to Content Provider a nonexclusive, perpetual, worldwide license to use, reproduce and display material created as “works made for hire” by the Content Provider anytime 60 days after publication of the material on the Site, provided that (1) the copyright notice identified herein appears on the materials and reproduced portions of the materials in footnote or other form; (2) use in Online Media includes a link to http://www.corporateportfoliomanagement.org/ in the copyright statement; and (3) the materials are not in any way commercially sold, transferred or reproduced. This permission terminates automatically without notice immediately upon breach of any of the terms stated herein. Copyright ©2006-2007 Corporate Portfolio Management Association. Reproduced by permission of Corporate Portfolio Management Association (http://www.corporateportfoliomanagement.org/). 3. REPRESENTATIONS AND WARRANTIES (c) Content Provider warrants that the Work will be original and created by Content Provider or persons employed or supervised by Content Provider. Neither the Work nor the Content Provider I.P. will violate the copyright, patent, trademark rights, or any other rights such as rights of privacy or publicity, of any person or entity. Neither Content Provider nor anyone working for or with Content Provider has granted any rights to the Work or the Content Provider I.P. to any other person or entity. (d) Content Provider warrants that Content Provider has the right to submit an article for publication on the CPMA and that performance of services shall not cause Content Provider to be in violation of any federal, state or local law or regulations, or any contractual Agreement entered into by Content Provider. (e) Content Provider agrees that it will not publish or display any libelous, defamatory, obscene or illegal content or material on the Site, including but not limited to, chat rooms, bulletin boards and personal Web pages. 4. PROPRIETARY INFORMATION Content Provider shall hold in confidence and not disclose to any third party, without the prior written approval of the CPMA, any Proprietary Information provided to Content Provider by the CPMA an/or its subsidiaries, affiliates or parent corporation. Content Provider shall not use Proprietary Information for any purpose other than for the CPMA’s benefit. The term “Proprietary Information” means (a) any information the CPMA, and/or its subsidiaries, affiliates or parent corporation, which is not openly communicated or accessible to third parties, whether or not marked or identified as confidential, related to trade secrets, technical data, know-how, financial information, customers, pricing, terms of sale, products processes, plan, personnel, research and development projects or other aspects of the business of the CPMA and/or its subsidiaries, affiliates or parent corporation, until such information shall have ceased to be proprietary as evidenced by general public availability or knowledge, and (b) information of a third party as to which the CPMA and/or its subsidiaries, affiliates or parent corporation have a non-disclosure obligation. All tangible Proprietary Information in Content Provider’s possession or control shall be promptly returned to the CPMA on request. 5. INDEMNIFICATION Content Provider shall indemnify and save the CPMA harmless from and against any expense, claim, loss or liability to any third party caused by or arising out of acts or omissions of Content Provider in the course of performing work for the CPMA, or the acts or omissions of Content Provider’s employees, agents, subcontractors, suppliers or other third parties utilized in performing work for the CPMA. 6. NAME AND LIKENESS Content Provider agrees that the CPMA has the right to use Content Provider’s name and likeness on and in connection with the CPMA’s services and the Site, including advertising and publicity for the CPMA’s services and the Site. Content Provider also agrees that the CPMA will have exclusive control on the format of how the Work is displayed on the Site and other media which the CPMA utilizes. 7. GENERAL PROVISIONS (a) Headings and paragraphs are inserted for convenience only and shall not be used in interpreting the terms and conditions contained herein. (b) The terms and conditions contained herein shall be governed by, and construed in accordance with, the laws of the State of New York. Any proceeding shall be brought only in a court of competent jurisdiction located in the State of New York. (c) If any of the terms and conditions contained herein are held to be unenforceable, in whole or in part, by a court of competent jurisdiction, Content Provider shall be bound by all other terms and conditions contained herein. (d) The terms and conditions contained herein are the complete and exclusive understanding between the CPMA and Content Provider regarding the submission of an article for publication on the CPMA. It supersedes all prior or contemporaneous communications and it may be amended only by a writing signed by both parties. |
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