Conde Nast/CondeNet Contract: - Confidentiality & Non-Compete

Commentary and Analysis continues:

Version OL1	Version OL2
10. Confidentiality: The subject of Freelancer’s assignments and Work(s) under this agreement and all details relating to them will be held confidential by Freelancer and may be discussed by Freelancer only with those individuals necessary for the preparation of the Work(s). Freelancer will not allow anyone outside of the applicable publication or service (including but not limited to the subjects and the subjects’ representatives) to view the Work(s) or portions thereof before publication.	3. Confidentiality: The subject of Freelancer’s assignments and Work(s) under this agreement and all details relating to them will be held confidential by Freelancer and may be discussed by Freelancer only with those individuals necessary for the preparation of the Work(s). Freelancer will not allow anyone outside of Company (including but not limited to the subjects and the subjects’ representatives) to view the Work(s) or portions thereof before publication.
COMMENTS: These two terms are identical, save for the fact that they have different positions within the contract. This is a fair clause. The phrase “Freelancer will not allow” should better be changed to “Freelancer will take reasonable precautions to not allow”, since they can’t be held responsible for the actions of third parties with access to the images (couriers, retouchers, post-production houses, and so forth).
11. Non-Compete: Freelancer will not, until ninety (90) days after the initial publication or dissemination of a Work, photograph, submit, publish or cooperate in the publication or dissemination of, in any form, works on the same or similar subject or similar in appearance as the Works, unless Freelancer has received written consent to do so by Company.	4. Non-Compete: Freelancer will not, until ninety (90) days after the initial publication or dissemination of a Work, photograph, submit, publish or cooperate in the publication or dissemination of, in any form, works on the same or similar subject or similar in appearance as the Works, unless Freelancer has received written consent to do so by Company.
COMMENTS: These two terms are identical, save for the fact that they have different positions within the contract. A non-compete clause is pretty fair. 90 days is fairly onerous, but on the outskirts of the realm of reason. The problem that exists here, is that “a Work” is very much considered any of the images that were not chosen to be published by Conde Nast, as outlined in the comments about Term 2.

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