ASSIGNMENT OF ALL RIGHTS, TITLE, AND INTEREST; NONDISCLOSURE; & NON-COMPETITION AGREEMENT

This Assignment of All Rights, Title, and Interest; Non-Disclosure; & Non-Competition Agreement ("Agreement") is made and effective this date of ____________________. BETWEEN: _______________________ (Writer"), an individual with [/his /her] main address at:

AND: [BUSINESS NAME] is a [BUSINESS FORM] that is [/INCORPORATED /ORGANIZED] and existing under the laws of [STATE], with its head office located in [CITY, STATE]. And, is owned and operated by _______________________, ([BUSINESS NAME]) an individual with [/his /her] main address at:

WHEREAS, Writer writes and submits articles each day (Content) to be published on [WEBSITE.COM], [give brief description, for example: an internet web-log -- which are commonly referred to as a blog --] owned and operated by [BUSINESS NAME]; WHEREAS, [BUSINESS NAME] wishes to acquire the entire rights, title, and interest in all of the Content; WHEREAS, in connection with producing such Content, Writer may be given access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of [BUSINESS NAME] or clients of [BUSINESS NAME]; WHEREAS, Writer and [BUSINESS NAME] desire to prevent the dissemination or misuse of such information; and NOW, THEREFORE, the parties hereto mutually agree as follows:

Page 2 of 9 REPRESENTATIONS AND WARRANTIES: Writer represents and warrants to [BUSINESS NAME] that: (1.)Writer is at least 18 years of age; (2.)Is either a legal resident or citizen of the [COUNTRY]; (3.)Has the right and obtained all authorizations and consents necessary to execute and enter into this Agreement and perform Writers obligations; (4.)Will comply with all applicable laws; and (5.)Will comply with any policies and procedures posted by [BUSINESS NAME] on the Website or otherwise provided to Writer in writing or email from time to time. REPRESENTATIONS AND WARRANTIES: CONTENT CONTRIBUTIONS Writer represents and warrants to [BUSINESS NAME] that: (1.)Each item of Content submitted by Writer is original and solely created by Writer, as specially ordered or commissioned by [BUSINESS NAME]; (2.)The Content does not and will not defame or disparage any person or entity or infringe upon or violate the intellectual property rights, rights of privacy, or any other rights of any person or entity; (3.)The Content is not the subject of any litigation or other claim or proceeding, or, to Writers knowledge, any threat thereof; and (4.)The Writer has not and will not convey or impair any rights in and to the Content. (5.)If Writer learns of any claims alleging that any Content infringes any third party's rights or is unlawful, Writer will immediately notify [BUSINESS NAME]. (6.)All of the information Writer has provided and will provide to [BUSINESS NAME], in connection with this Agreement and other personal business services, is and will at all times be true and correct and not contain any material omissions. REPRESENTATIONS AND WARRANTIES: ASSIGNMENT Writer, as the Assignee, represents and warrants to [BUSINESS NAME], as the Assignor: (1.) Assignor has the right, power and authority to enter into this Agreement;

Assignment of All Rights, Title, and Interest; Non-Disclosure; & Non-Competition Agreement

Page 3 of 9 (2.) Assignor is the exclusive owner of all right, title and interest, including all intellectual property rights, in the Content; (3.) The Content is free of any liens, security interests, encumbrances or licenses; (4.) The Content does not infringe the rights of any person or entity; (5.) There are no claims, pending or threatened, with respect to Assignor's rights in the Content; (6.) This Agreement is valid, binding and enforceable in accordance with its terms; (7.) Assignor is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement; and (8.) The Assignee can register and dispose of the copyright in the Content in the Assignee's own name. GRANT OF RIGHTS: ASSIGNMENT OF ALL RIGHTS, TITLE, & INTEREST Writer does hereby irrevocably assign to [BUSINESS NAME] all rights, title, and interest (including but not limited to, the copyright, all rights to prepare derivative works, all goodwill and all moral rights), in and to the Content. [BUSINESS NAME] being deemed the sole owner of the Content and owner of all rights whether now known or hereafter devised (including all copyrights and all extensions and renewals of copyrights) in and to the Content, with the right to make all uses of the Content throughout the world and all changes in each Content. Without further obligation to Writer, [BUSINESS NAME] may use, reproduce, edit, change, add to, take from, translate, reformat, or reprocess the Content in any manner, including any and all of Writers rights to authorize or control the exploitation of the Content by any media and means now known or hereafter devised. Writer hereby grants [BUSINESS NAME] a royalty-free, perpetual, nonexclusive, worldwide, transferable license to use and display any biographical information or photographs that Writer provide to [BUSINESS NAME] in connection with this Agreement in any and all media. [BUSINESS NAME] shall be entitled to assign or sublicense all or a portion of all rights and licenses granted herein without additional payment to Writer. Upon request by [BUSINESS NAME], and at
Assignment of All Rights, Title, and Interest; Non-Disclosure; & Non-Competition Agreement

Page 4 of 9 Writers own cost, Writer will promptly provide [BUSINESS NAME] with such documents and agreements as [BUSINESS NAME] may require to further evidence and confirm Writers representations, warranties, and covenants under this Agreement, including material and location releases and assignments. Writer waives all "moral rights of authors" that may exist or any similar rights. [BUSINESS NAME] may, but is not obligated to, provide attribution to Writer in connection with any Content or to display, use or otherwise exploit any Content. CONFIDENTIALITY: CONFIDENTIAL INFORMATION Writer recognizes and acknowledges that the systems which [BUSINESS NAME] owns, plans or develops, whether for its own use or for use by its clients, are confidential and are the property of [BUSINESS NAME]. Writer further recognizes and acknowledges that in order to enable [BUSINESS NAME] to perform services for its clients, such clients may furnish to [BUSINESS NAME] confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to [BUSINESS NAME] depends upon, among other things, [BUSINESS NAME] and its employees keeping such services and information confidential (Collectively, including Company systems and Company client information, the "Confidential Information). CONFIDENTIALITY: NON-DISCLOSURE Writer agrees that, except as directed by [BUSINESS NAME], Writer will not at any time, whether during or after Writers services to [BUSINESS NAME] end, disclose to any person or use any Confidential Information, or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, whether prepared by Writer or otherwise coming into Writer's possession or control without the prior written permission of [BUSINESS NAME]. And, Writer shall promptly advise [BUSINESS NAME] in writing if Writer learns of any unauthorized use or disclosure of Confidential Information by any present or former employee or contractor. // //
Assignment of All Rights, Title, and Interest; Non-Disclosure; & Non-Competition Agreement

Page 5 of 9 // // CONFIDENTIALITY: POSSESSION Writer agrees that upon request by [BUSINESS NAME], and in any event upon termination of the personal business service arrangements between Writer and [BUSINESS NAME], Writer shall turn over to [BUSINESS NAME] all documents, papers or other material in his possession or under his control which may contain or be derived from Confidential Information, together with all documents, notes or other workproduct which is connected with or derived from Writer's services to [BUSINESS NAME] whether or not such material is at the date hereof in Writer's possession. Writer agrees that Writer shall have no proprietary interest in the Content or any other workproduct developed or used by Writer and arising out of Writers services to [BUSINESS NAME]. Writer shall, from time to time as may be requested by [BUSINESS NAME], do all things which may be necessary to establish or document [BUSINESS NAME] ownership of any such Content or other work-product, including, but not limited to execution of appropriate copyright applications or assignments. CONFIDENTIALITY: NO COMPETITION CLAUSE Writer agrees and covenants that because of the confidential and sensitive nature of the Confidential Information and because the use of, or even the appearance of the use of, the Confidential Information in certain circumstances may cause irreparable damage to [BUSINESS NAME] and its reputation, or to clients of [BUSINESS NAME], Writer shall not, for a period of _______ year(s) from the date of termination of the personal business services between [BUSINESS NAME] and Writer, engage, directly or indirectly, or through any corporations or associates in any business, enterprise or employment which is directly competitive with [BUSINESS NAME]. CONFIDENTIALITY: NO COMPETITION CLAUSE: SAVING PROVISION Writer and [BUSINESS NAME] agree and stipulate that the agreements and covenants not to compete contained in the preceding paragraph are fair and reasonable in light of all of the facts and circumstances of the relationship between Writer and [BUSINESS
Assignment of All Rights, Title, and Interest; Non-Disclosure; & Non-Competition Agreement

Page 6 of 9 NAME]; however, Writer and [BUSINESS NAME] are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of and not in derogation of the provisions of the preceding paragraph [BUSINESS NAME] and Writer agree that in the event a court should decline to enforce the provisions of the preceding paragraph, that paragraph shall be deemed to be modified to restrict Writers competition with [BUSINESS NAME] to the maximum extent, in both time and geography, which the court shall find enforceable; however, in no event shall the provisions of the preceding paragraph be deemed to be more restrictive to Writer than those contained therein. CONFIDENTIALITY: COMPANY CLIENTS If the personal business services between [BUSINESS NAME] and Writer terminate for any reason, Writer shall not, for a period of _______ year(s) from the date of termination, have any business dealings whatsoever, either directly or indirectly or through corporate entities or associates with any customer or client of [BUSINESS NAME] or its subsidiaries or any person or firm which has contacted or been contacted by [BUSINESS NAME] as a potential customer or client of [BUSINESS NAME]; and Writer shall keep in strictest confidence, both during Writers personal business services and subsequent to termination, and shall not during the period of personal business services or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for Writers own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including, without limitation, customer or contact lists or any other Confidential Information. SURVIVAL The provisions of this Agreement relating to confidentiality or non-competition shall survive the termination of employment, however caused. ENFORCEABLE

Assignment of All Rights, Title, and Interest; Non-Disclosure; & Non-Competition Agreement

Page 7 of 9 The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Writer against [BUSINESS NAME] whether predicated on this Agreement or otherwise. NO ASSIGNMENT Writer must personally perform the Assignment and Writer are not entitled to assign the benefit or burden of this Agreement or ask any third party to perform a part of or assist in the performance of the Assignment under any circumstances whatsoever without the express written consent of [BUSINESS NAME]. INJUNCTIVE AND EQUITABLE RELIEF Writer and [BUSINESS NAME] recognize and expressly agree that where the extent of damages to [BUSINESS NAME] in the event of a breach by Writer of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrebuttably presumed, and that the remedy at law for any breach will be inadequate to compensate [BUSINESS NAME]. Consequently, Writer agrees that in the event of a breach of any such covenant, in addition to any other relief to which [BUSINESS NAME] may be entitled, [BUSINESS NAME] shall be entitled to enforce the covenant by injunctive or other equitable relief ordered by a court of competent jurisdiction. INDEMNIFICATION Writer hereby agrees to indemnify and hold [BUSINESS NAME] and its employees harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs and expenses of litigation, arising from or growing out of Writers breach or threatened breach of any covenant contained herein. LIMITATION OF LIABILITY
Assignment of All Rights, Title, and Interest; Non-Disclosure; & Non-Competition Agreement

Page 8 of 9 [BUSINESS NAME] will not be liable under any circumstances for consequential (including but not limited to lost opportunities or profits), special or punitive damages, even if advised of the possibility of such damages. Aggregate liability with respect to any loss or damage suffered by and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount payable by [BUSINESS NAME] to Writer under this agreement. Nothing in this Agreement shall limit our liability for death or personal injury resulting from our negligence or for fraud. ATTORNEY FEES If any legal action arises relating to this Agreement, the prevailing party shall be entitled to recover all court costs, expenses and reasonable attorney fees. NOTICE Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified or registered mail to Writer at his residence address as the same appears on the books and records of [BUSINESS NAME] or otherwise as directed by [BUSINESS NAME], from time to time. MODIFICATIONS All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective. GOVERNING LAW The Agreement shall be construed in accordance with the laws of the [/State /Province] of [/[STATE] /[PROVINCE]] SEVERABILITY If any provision of this Agreement is held to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be
Assignment of All Rights, Title, and Interest; Non-Disclosure; & Non-Competition Agreement

Page 9 of 9 invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion(s) as may be necessary to make it valid. The parties agree, in the circumstances referred to in this Section, to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. ENTIRE AGREEMENT; NO WAIVER This Agreement, and the Applicable Terms (if any), constitutes the entire agreement between the parties with respect to this subject matter and supersedes all prior understandings and agreements relating thereto. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. This Agreement applies to all Contributions submitted to [BUSINESS NAME] by Writer. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the date first above written.

[BUSINESS NAME] Authorized Signature

Writer Authorized Signature

Print Name and Title

Print Name and Title

Assignment of All Rights, Title, and Interest; Non-Disclosure; & Non-Competition Agreement