Clicks and bricks Podcast

CONTRIBUTOR AGREEMENT

Rivercity Internet Group, LLC, a Missouri limited-liability company doing business as Clicks & Bricks Podcast, with its principal office at 11756 Borman Drive, St. Louis, MO 63146 (“Publisher”), and , an individual, with an address at (“Contributor”). Publisher and Contributor are sometimes referred to individually as a “Party” and collectively as the “Parties.” WHEREAS, Publisher is assembling a multi-author anthology tentatively titled ENTREPRENEURS FIGHT CLUBTM (USPTO Serial No. 98909842, trademark application pending) (the “Book”); WHEREAS, Contributor wishes to contribute one chapter derived from Contributor’s appearance on the Clicks & Bricks podcast; NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree as follows:

1. Purpose

The purpose of this Agreement is to set forth the terms under which Contributor will participate in the creation and publication of the Book by providing a chapter and related materials, as well as the rights and obligations of the Parties.

2. Fee

Contributor shall select one of the following non-refundable payment options for the contribution fee (“Fee”) upon execution of this Agreement: One-Time Payment: A single payment of US $10,000.00, due upon signing this Agreement; or Monthly Payments: Four (4) monthly installments of US $2,500.00 each, with the first payment due upon signing this Agreement and subsequent payments due on the same day of each consecutive month thereafter until fully paid. Contributor shall indicate the selected payment option by checking the appropriate box below: Any charge-back or payment reversal constitutes a material breach of this Agreement, and Contributor shall remain liable for the full Fee, plus reasonable collection costs and attorneys’ fees incurred by Publisher.

3. Deliverables and Intellectual Property Rights

  1. 3.1 Work Made for Hire

    Publisher, or its designated agent, shall prepare a chapter of approximately 2,500 words (the “Chapter”) based on Contributor’s podcast appearance. The Parties intend the Chapter to be a work made for hire, with Publisher as the author and owner under U.S. copyright law. If the Chapter is not deemed a work made for hire, Contributor hereby irrevocably assigns to Publisher all worldwide right, title, and interest in and to the Chapter, including all intellectual property rights.
  2. 3.2 Review Window

    Contributor shall have five (5) calendar days from receipt of the Chapter to request reasonable edits in writing. Failure to request edits within this period constitutes approval of the Chapter as provided.
  3. 3.3 Photo and Biography

    Within thirty (30) days of the Effective Date, Contributor shall provide a high-resolution headshot and a biography of approximately 100 words, or attend a professional photo shoot in St. Louis, Missouri (date to be determined; travel at Contributor’s sole expense).
  4. 3.4 Name and Likeness Grant

    Contributor grants Publisher a perpetual, worldwide, royalty-free, non-exclusive license to use Contributor’s name, likeness, voice, and biographical material in connection with the Book and any related marketing, advertising, or derivative works.

4. Editorial Discretion and Cancellation

Publisher retains sole discretion to edit, reorder, abbreviate, or omit any Chapter or material in the Book. If Publisher cancels publication of the Book for any reason, Contributor’s sole remedy shall be a refund of the Fee. No royalties or other damages shall be owed.

5. Profit-Share and Eligibility

  1. 5.1 Contributor Pool

    Fifty percent (50%) of Net Book Revenues shall be divided equally among all Contributors whose chapters appear in the first edition of the Book (“Contributor Pool”). Rivercity Internet Group, LLC and Ken Cox shall each retain twenty-five percent (25%) of Net Book Revenues.
  2. 5.2 Minimum Payout

    Royalties due to Contributor shall accrue until the balance reaches US $500.00, at which point payment shall be made. Smaller amounts shall roll forward to the next payment period.
  3. 5.3 Statements and Payments

    Publisher shall issue royalty statements and payments quarterly, within thirty (30) days after the end of each calendar quarter.
  4. 5.4 Promotional Requirement

    To remain eligible for the Contributor Pool, Contributor must: Attend four (4) mandatory launch-support sessions (two pre-launch and two. post-launch); Post at least one (1) public social media mention of the Book per calendar month for the first six (6) months following the Book’s launch, including a tag or link to the Book; Provide proof of compliance (e.g., screenshot or link) within three (3) business days of Publisher’s request. Publisher’s determination of compliance is final; Forfeiture. Failure to post for three (3) consecutive months results in permanent forfeiture of all current and future royalty rights.
  5. 5.5 Bulk-Buy Cap

    Contributor-initiated bulk orders exceeding 500 copies of the Book require Publisher’s prior written consent.
  6. 5.6 No Earnings or Bestseller Guarantee

    Publisher makes no express or implied representations or warranties regarding bestseller status, income, or other results from participation in the Book.
  7. 5.7 Definition

    “Net Book Revenues” means gross monies actually received by Publisher from sales of the Book, less printing costs, platform fees, taxes, shipping, and third-party commissions.

6. Coaching Package

Contributor shall receive the following coaching package as part of this Agreement: Four (4) live coaching sessions (1 hour per week); Launch strategy and execution support; Visibility playbook for service-based entrepreneurs; Proven results from Smokin’ Hot Books and Clicks & Bricks.

7. Representations, Warranties, and Indemnity

Contributor represents and warrants that all statements and materials provided are accurate, non-infringing, and that Contributor has full authority to grant the rights herein. Contributor shall indemnify, defend, and hold harmless Publisher, Ken Cox, and their affiliates from any loss, liability, or expense (including reasonable attorneys’ fees) arising from any breach of this Agreement.

8. Non-Disparagement

Contributor agrees not to disparage Publisher, Ken Cox, the Book, or other Contributors in any public or private forum.

9. Independent Contractor Status

Nothing in this Agreement creates an employer-employee, joint venture, or partnership relationship. Contributor acts solely as an independent contractor.

10. Force Majeure

Neither Party shall be liable for delays or failure to perform due to events beyond their reasonable control, including Acts of God, epidemics, or governmental actions. Affected deadlines shall be extended for the duration of such events.

11. Tax Reporting

U.S. Contributors must provide a completed IRS Form W-9; non-U.S. Contributors must provide acompleted Form W-8BEN. Publisher may withhold taxes as required by applicable law.

12. Limitation of Liability

Neither Party shall be liable for special, indirect, or consequential damages. Publisher’s aggregate liability under this Agreement shall not exceed the Fee actually paid by Contributor.

13. Assignment

Publisher may assign this Agreement and the rights granted herein to any successor or affiliate without Contributor’s consent. Contributor may not assign this Agreement without Publisher’s prior written consent.

14. Notices

All notices under this Agreement may be delivered by email and are deemed received 24 hours after transmission to the email addresses on record.

15. Confidentiality

Contributor shall keep the financial and contractual terms of this Agreement confidential, except as required by law.

16. Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

17. Attorneys’ Fees

The prevailing Party in any action arising from this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

18. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in St. Louis County, Missouri.

19. Entire Agreement; Amendments; Electronic Signatures

This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations, understandings, or agreements. Any amendments must be in writing and signed by both Parties. Electronic signatures shall be deemed equivalent to original signatures. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.