Fairfax

Here is the Fairfax Editorial Contributors Contract as it stood at Jan 2009.

If you have been issued with this contract – DO NOT sign it, but contact the MEAA for the current status of the campaign against this contract, which has been condemned for being an unfair restriction of trade.

Copyright Agreement

Editorial Contributors
1. FAIRFAX WORK
1.1 By accepting this agreement or otherwise submitting content (referred to below as Fairfax Work) to Fairfax for publication, You agree to be bound by these terms and conditions.

1.2 You retain ownership of copyright in all Fairfax Works.

1.3 Subject to clauses 1.4 and 1.5, You grant to Fairfax a worldwide, irrevocable, exclusive licence to reproduce and deal with Fairfax Work by all means whatsoever.

1.4 Subject to clause 1.5, Fairfax agrees that You may license Fairfax Work (on a non-exclusive basis) for publication by a Third Party only if:
(a) the Fairfax Work has already been published in at least one Fairfax publication; or
(b) the Fairfax Work has been rejected by Fairfax.

1.5 You may only license Fairfax Work in accordance with clause 1.4 to a Third Party publication published substantially:
(a) outside Australia and New Zealand; or
(b) within Australia and New Zealand, but only if the publication is NOT published by any of the following Third Parties or their Related Bodies Corporate:
(i) News Corporation Limited;
(ii) Telstra Corporation Limited;
(iii) PBL Media Limited;
(iv) Publishing & Broadcasting Limited;
(v) ninemsn Pty Ltd;
(vi) Seven Network Limited;
(vii) Seven Media Group Pty Limited;
(viii) Yahoo!7 Pty Ltd;
(ix) West Australian Newspapers Limited;
(x) Australian Consolidated Press Limited;
(xi) APN News & Media Limited; or
(xii) Time Inc,
unless otherwise approved by Fairfax in writing (such approval not to be unreasonably withheld).

1.6 Any Fairfax Work published in a Fairfax publication will be attributed to You or, where applicable, the Author as agreed with Fairfax.

1.7 Fairfax, at its sole discretion, may determine whether and when it wishes to Publish Fairfax Works.

2. OTHER WORK
2.1 Unless You are an Occasional Contributor, in which case You will not in any way be restrained from providing Other Work to a Third Party, You must not provide any Other Work for publication in any publication published by any of the following entities or their Related Bodies Corporate:
(a) News Corporation Limited;
(b) Telstra Corporation Limited;
(c) PBL Media Limited;
(d) Publishing & Broadcasting Limited;
(e) ninemsn Pty Ltd;
(e) Seven Network Limited;
(f) Seven Media Group Pty Limited;
(g) Yahoo!7 Pty Ltd; or
(h) West Australian Newspapers Limited;
(i) Australian Consolidated Press Limited;
(j) APN News & Media Limited; or
(k) Time Inc,
unless otherwise approved by Fairfax in writing (such approval will not be unreasonably withheld).

3. FEE

3.1 Fairfax will pay You the fees for Fairfax Work as agreed between Fairfax and You from time to time.

3.2 Fairfax will pay You the fees for Fairfax Work by electronic funds transfer at the time/s agreed from time to time.

3.3 Fairfax will be entitled to withhold all or part of the fees payable to You if Fairfax Work is not delivered on or before the time specified by Fairfax and/or in accordance with the specifications agreed between You and Fairfax (including the terms of this agreement).

3.4 Subject to clause 4, the fees represent the total amount payable to You by Fairfax in respect of Fairfax Work. Fairfax will not be obliged to reimburse You for any travel or other expenses incurred by You relating to or in any way arising out of the creation of Fairfax Work or the performance of this agreement by You or, where applicable, the Author unless Fairfax has otherwise agreed in writing prior to such expenses being incurred.

4. GST AND TAXES

4.1 If GST is payable on any taxable supply made or to be made under this agreement, the consideration payable will be increased by an amount equal to the amount of GST payable by the supplier. Fairfax agrees to pay such GST amount on receipt of a proper tax invoice from You.

4.2 You shall not be entitled to recover from Fairfax any amount of GST which You have paid or are liable to pay in relation to or in connection with any Supply acquired by You from a third party if You have received, or are entitled to receive, any form of Input tax credit for the said amount of GST.

4.3 Fairfax shall have the right to withhold any applicable taxes from payments due to You under this agreement as required by law.

5. CONTRIBUTOR RESPONSIBILITIES

5.1 You will be responsible for your own taxation, insurance, workers’ compensation and superannuation obligations relating to or in any way arising out of Fairfax Work, the production of Fairfax Work or the performance of this agreement by You or, where applicable, the Author.

5.2 You are required to maintain worker’s compensation to the extent required by legislation and in particular, in respect of any employee or officer engaged or employed by You (including, where applicable, the Author).

5.3 Except as provided in clause 7.3, Fairfax will not be responsible for any loss, damage or injury You or, where applicable, the Author may suffer relating to or in any way arising out of Fairfax Work, the production or publication of Fairfax Work or the performance of this agreement by You or, where applicable, the Author.

6. MORAL RIGHTS

6.1 If the Contributor is an individual, to the fullest extent permitted by law, You waive Your moral rights (as set out in the Copyright Act 1968 (Cwth)) in relation to all Fairfax Work and give Fairfax Your consent to do (or omit to do) anything that might otherwise infringe Your moral rights, such that Fairfax may reproduce and deal with all Fairfax Work free from any impediment.

6.2 If the Contributor is not an individual, the Contributor warrants that the Author has, to the fullest extent permitted by law, waived their moral rights (as set out in the Copyright Act 1968 (Cwth)) in relation to all Fairfax Work and has consented to Fairfax doing (or omitting to do) anything that might otherwise infringe the Author’s moral rights, such that Fairfax may reproduce and deal with all Fairfax Work free from any impediment.

7. WARRANTIES AND INDEMNITIES

7.1. You warrant that:
(a) each Fairfax Work, and Fairfax’s use of the Fairfax Work as contemplated by this agreement, will not breach the intellectual property or other rights of any Third Party;
(b) You will comply with, and, where applicable, ensure that the Author complies with, all codes and policies notified to You by Fairfax and all laws that apply to Fairfax Work, the production or publication of Fairfax Work and/or the performance of this agreement;
(c) You and, where applicable, the Author have the full right and power to enter into this agreement;
(d) each Fairfax Work is properly researched and prepared to the best of Your or the Author’s ability;
(e) each Fairfax Work is, to the best of Your or the Author’s knowledge and belief, accurate and not misleading or deceptive; and
(f) this agreement constitutes legal, valid and binding obligations of the Contributor and, where applicable, the Author, enforceable in accordance with its terms.

7.2 Except as provided in clause 7.3, You indemnify Fairfax against all loss or damage (including consequential loss or damage) which it may suffer as a result of any claim against Fairfax relating to or in any way arising out of Fairfax Work, the production or publication of Fairfax Work or the performance of this agreement by You or, where applicable, the Author (including any breach of a warranty set out in clause 7.1).

7.3 Fairfax indemnifies You against all loss or damage which You may suffer as a result of any claim against You for alleged defamation or injurious falsehood arising by reason of the publication of Fairfax Work in any Fairfax publication, on the following conditions:
(a) You or, where applicable, the Author has not been negligent or wilfully defamatory;
(b) Fairfax shall have the sole discretion to engage solicitors and/or barristers of its choosing;
(c) all decisions as to the conduct of the proceedings and all related matters including any settlement negotiations and decisions will be at the sole discretion of Fairfax and will be binding on You; and
(d) You give all co-operation in relation to the claim or proceedings which Fairfax requires.

8. GENERAL

8.1 The relationship between the parties created by this agreement is one of licensee and licensor. You, the Author and any employees or agents of the Contributor shall not be deemed to be agents or employees of Fairfax.

8.2 Each party shall treat as confidential all information regarding the business or affairs of the other party that comes into its possession as a result of or in the performance of this agreement. Neither party shall disclose confidential information of the other party to any third party without the written permission of the other party, unless required to do so by law or applicable listing rules. Where applicable, You will ensure that the Author complies with the confidentiality obligations created by this clause.

8.3 Any variation of this agreement must be in writing and signed by each of the parties.

8.4 This agreement may not be assigned by You without the written consent of Fairfax.

8.5 This agreement supersedes all previous agreements in respect of its subject matter and, except as otherwise agreed by both parties in writing, embodies the entire agreement between the parties.

8.6 This agreement shall be governed by and construed in accordance with the law of the State of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts in that place.

9. DEFINITIONS
“Author” means:
(a) the Contributor or You – if the Contributor is an individual;
(b) the person or party who has been instructed by the Contributor, at the request of Fairfax, to create the Fairfax Work – if the Contributor is not an individual.
“Contributor” or “You” means the individual that has been asked to accept this agreement or, if the Contributor is not an individual, means the firm, body corporate, partnership, joint venture, unincorporated body or association or government agency that has been requested to accept this agreement.
“Fairfax” means Fairfax Media Management Pty Limited (ACN 124 337 239) and each of its Related Bodies Corporate.
“Fairfax Work” means a work (as defined in the Copyright Act) authored by the Contributor and delivered to (or required to be delivered to) Fairfax by the Contributor, at the request of Fairfax, for proposed publication in a Fairfax publication.
“Occasional Contributor” means a contributor who, in the six (6) months immediately preceding the date that the relevant Other Work is delivered for publication, has had no more than three (3) works published in a Fairfax publication.
“Other Work” means a work (as defined in the Copyright Act) authored by the Contributor that has not been delivered to (or is not required to be delivered to) Fairfax by the Contributor.
“publish” includes to publish, broadcast or reproduce in any form whatsoever (including in any print or online format) and “publication” includes any publication, broadcast or form of communication whatsoever (including in any print or online format).
“Related Body Corporate” has the meaning given to it in the Corporations Act 2001 (Cwth).
“Third Party” means any person, firm, body corporate, partnership, joint venture, unincorporated body or association or government agency other than the Contributor or Fairfax.

A word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 has the meaning given to it in that Act.

Unless otherwise provided in this agreement, a word or expression defined in the Copyright Act 1968 (Cwth) has the meaning given to it in that Act.

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