Casual Services Contract

Casual Services Contract

This Casual Services Contract (the Agreement) is made and entered into as of by and between Client Name: with principal place of business at Client Address: , and Service Provider Name: with principal place of business at Service Provider Address: . Client and Service Provider are each a Party and together the Parties.

RECITALS

WHEREAS, Client requires certain casual, non-exclusive services of a temporary or intermittent nature and desires to retain Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, Provider represents that Provider has the necessary experience, personnel, and ability to perform the services described in this Agreement and is willing to perform such services as an independent contractor; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such services.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform the casual services described in the Service Description below (Services). Provider shall use reasonable skill, care, and industry-standard practices in performing the Services and shall comply with the schedule and any written instructions mutually agreed by the Parties.

1.2 Changes. Any material change in scope or schedule shall be agreed in writing and signed by both Parties. Provider may decline to perform changes that would materially increase Provider’s time or cost unless the Parties have agreed on an equitable adjustment in writing.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the effective date set forth above and continue until unless earlier terminated in accordance with this Section.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days’ prior written notice to the other Party. Provider shall be paid for Services performed through the effective date of termination and any non-cancellable obligations reasonably incurred prior to termination.

2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Provider at the rate of $ per hour, or as otherwise set forth in an agreed fee schedule. For flat-fee engagements, the total fee shall be $.

3.2 Expenses. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services upon submission of receipts or other documentation.

3.3 Invoicing and Payment. Provider shall invoice Client on a basis. Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at on the unpaid balance.

4. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent, or partner of Client. Provider shall be solely responsible for all federal, state, and local taxes, social security, workers’ compensation, unemployment insurance, benefits or other payroll-related obligations with respect to Provider’s personnel. Provider shall have exclusive control over the means and methods of performing the Services, subject to the terms of this Agreement.

5. CONFIDENTIALITY

5.1 Definition. “Confidential Information” means non-public information disclosed by one Party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The Receiving Party shall not use Confidential Information for any purpose other than performance under this Agreement and shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information excludes information that is or becomes publicly known through no breach by the Receiving Party, was known to the Receiving Party prior to disclosure, or is required to be disclosed by law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, Provider retains ownership of Provider’s pre-existing intellectual property and tools. All deliverables specifically created for Client under this Agreement shall be deemed “work made for hire” and owned by Client upon full payment; to the extent ownership cannot vest by operation of law, Provider hereby assigns all right, title and interest in such deliverables to Client.

6.2 License. Provider grants Client a non-exclusive, perpetual, worldwide license to use Provider’s pre-existing materials only to the extent incorporated into the deliverables. Provider may retain copies of deliverables for its records and portfolio, subject to the confidentiality provisions herein.

7. INDEMNITY; LIMITATION OF LIABILITY

7.1 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, damages, liabilities, losses and expenses (including reasonable attorneys’ fees) arising out of the indemnifying Party’s breach of this Agreement, negligence, willful misconduct, or violation of applicable law.

7.2 Limitation. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS OR EITHER PARTY’S LIABILITY FOR DEATH OR BODILY INJURY RESULTING FROM ITS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. INSURANCE

Provider shall maintain insurance coverage appropriate to the Services, including general liability and, if applicable, professional liability insurance, with limits customary in the industry. Upon reasonable request, Provider shall provide evidence of such insurance to Client.

9. COMPLIANCE WITH LAWS

Provider shall perform the Services in compliance with all applicable laws, rules and regulations. Provider shall obtain and maintain all licenses, permits and approvals necessary to perform the Services.

10. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses specified below or to such other address as a Party may designate by notice. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

11. ASSIGNMENT AND SUBCONTRACTING

Provider shall not assign or subcontract the performance of this Agreement, in whole or in part, without Client’s prior written consent, which consent shall not be unreasonably withheld. Any permitted assignment or subcontract shall not relieve Provider of its obligations under this Agreement.

12. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by a Party in exercising any right shall not operate as a waiver of that right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement, including any attachments and any statements of work incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision that, to the extent possible, effects the Parties’ original intent.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures.

EXECUTION

The Parties acknowledge that they have read, understood, and agreed to all of the terms and conditions contained in this Agreement and warrant that they have authority to bind the Party for whom they sign.

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