CONTRIBUTOR AGREEMENT

This Contributor Agreement ("Agreement") is made by and between BellaOnline.com ("Company") and ("Contributor"), for providing content written by Contributor for publication on Company’s internet website, BellaOnline.com ("Site").

1. CONTRIBUTOR’S RIGHTS AND RESPONSIBILITIES
a) Contributor agrees to act as an Independent Contractor.

• i) Any and all persons working for or with Contributor in performing Contributor’s obligations to Company under this Agreement are not employees or contractors of Company and have no relationship with Company.
• ii) Contributor agrees to have any and all persons who provide Content to Contributor in connection with Contributor’s services to Company, to sign the BellaOnline Guest Contributor Agreement.
• iii) Contributor will be solely responsible to any employees or contractors for all obligations to them and indemnifies Company against any and all claims or liabilities resulting from such obligations and for all costs, omissions or conduct of such persons.

b) Contributor agrees to submit weekly articles ("Content") for Section ("Topic Section") of the Site.

c) Contributor agrees to manage and maintain the Topic Section by providing Content and support to users of the Topic Section.

d) Contributor will retain all rights to the Content Contributor provides to Site.

e) Contributor agrees to abide by the Rules and Regulations ("Rules") posted on the Site.

f) Contributor will be responsible for regularly checking the Rules to ensure that the Topic Section that Contributor maintains is in compliance with the Rules.

g) Contributor agrees that, in addition to this Agreement, Contributor’s obligations, including, but not limited to, providing Content for, management of, and maintenance of Topic Section will be governed by the Rules posted on the Site.

2. CONTRIBUTOR’S REPRESENTATIONS AND WARRANTIES
a) Contributor represents and warrants that all Content Contributor provides is original and created by Contributor or by persons employed or supervised by Contributor.

b) Contributor represents and warrants that all Content Contributor provides is the sole property of Contributor and does not violate the copyright, patent, trademark, right of privacy or publicity, of any person or entity.

c) Contributor represents and warrants that Contributor has the right to enter into and fully perform all terms of this Agreement.

3. COMPANY’S RIGHTS AND RESPONSIBILITIES
a) Company agrees to upload Contributor’s Content that is in compliance with the Rules to Contributor’s Topic Section of Site.

b) Company, at its discretion, will from time-to-time update the Rules.

c) Company retains all rights, including copyrights, patents and associated rights, to any and all intellectual property on the Site, including, but not limited to, content related to Site, the name and URL of Site, any trademarks related to the Site, the graphical look and feel of the Site, software (including modifications, upgrades, or new versions), designs, icons, menus, text, graphics, photographs, illustrations, audio, video, and data.

4. LICENSE
a) Contributor grants to Company a worldwide license to use Contributor’s Content on the Site.

b) Contributor retains the right to use the Content provided to Company in any manner Contributor chooses, including, but not limited to, posting on other internet websites and publication or broadcast in other media.

c) Contributor grants to Company a license to use Contributor’s name and photograph in connection with the Company’s service, the Site, and any other uses by the Company or its affiliates for advertising and publicity in connection with Company’s service and the Site.

5. TERM OF AGREEMENT
This Agreement shall commence on the date that Contributor’s Topic Section becomes available to users of Company’s Site. This Agreement will end when one or more of the conditions listed in Section 6, entitled, Termination of Agreement, occurs.

6. TERMINATION OF AGREEMENT
a) This Agreement shall be terminated by either party upon a material breach of any of the conditions provided for in this Agreement.

b) Notice of termination must be provided in writing but may be provided by e-mail.

7. CONSIDERATION
The sole consideration offered by Company to Contributor is the opportunity to have Contributor’s Content published on Site.

8. FEES
a) Contributor will have the opportunity to earn income by Contributor’s affiliations with other online sites.

b) Contributor may promote affiliate programs in Contributor’s Content or in any area of Contributor’s Topic Section, including but not limited to, recommended products area, newsletters, forums, and chats.

c) Any income earned through this promotion will go directly to Contributor from Contributor’s chosen affiliates.

d) Company does not endorse or support any affiliate Contributor chooses to promote.

e) Company is not responsible for any association between Contributor and chosen affiliates.

f) Contributor indemnifies Company with regard to any claim or suit brought due to Contributor’s relationship with any affiliates.

9. CONFIDENTIALITY
a) Contributor acknowledges that Contributor will have access to Company’s proprietary information, materials, and data.

b) Contributor agrees not to use or disclose any of Company’s proprietary information, materials, and data.

c) Contributor will use Contributor’s best efforts to ensure that all Contributor’s employees or contractors given access to Company’s proprietary information, materials, and data do not use or disclose any of this information except as is necessary in assisting Contributor in carrying out Contributor’s obligations and responsibilities under this Agreement.

10. INDEMNIFICATION
Contributor agrees to indemnify and hold Company harmless for and against any and all claims and damages, including, but not limited to reasonable attorney’s fees, resulting from a breach or claimed breach by Contributor of any of Contributor’s representations, warranties, obligations, or responsibilities contained in this Agreement.

11. MODIFICATION
The offer contained in this Agreement is made only on the terms originally set forth in this Agreement. No modifications may be made to this Agreement by Contributor without the express written consent of Company.

12. ASSIGNMENT
a) Contributor will not assign this Agreement or Contributor’s rights and obligations under this Agreement without the prior written consent of Company.

b) Any assignment in violation of this provision will be null and void.

c) Any assignment in violation of this provision is a material breach of this Agreement.

d) Company retains the right to assign this Agreement at its discretion as necessary in the normal course and conduct of Company’s business or in connection with the merger or sale of Company.

13. WAIVER
Company’s failure to enforce any term or condition of this Agreement will not be deemed a waiver of any terms or conditions of this Agreement.

14. SURVIVAL
The provisions of this Agreement entitled Confidentiality, Indemnification, Contributor’s Representations and Warranties shall survive any termination of this Agreement.

15. GOVERNING LAW
This Agreement will be governed by the laws of the State of Massachusetts.

16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes any and all prior agreements or understandings among the parties with respect to its subject matter.

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