Creative Services Independent Creator Contract

CREATIVE SERVICES INDEPENDENT CREATOR CONTRACT

Parties

Recitals

WHEREAS, Client desires to engage Creator to provide creative services consisting of original content, design, and related deliverables as further described in this agreement; and

WHEREAS, Creator represents that Creator has the skill, experience, and capacity to perform the services as an independent contractor and not as an employee of Client; and

WHEREAS, the parties wish to set forth the terms and conditions under which Creator will deliver the creative work and Client will compensate Creator.

Scope of Work

Payment Terms

Client agrees to pay Creator the compensation set forth below in exchange for the Deliverables. Payments shall be made in United States dollars unless otherwise agreed in writing.

Invoices will be submitted by Creator to Client according to the schedule above and are due within days of receipt.

Unpaid amounts shall accrue interest at per month (or the maximum permissible by law), plus reasonable costs of collection.

Expenses

Client shall reimburse Creator for preapproved out-of-pocket expenses incurred in performance of the Services. Reimbursement requires submission of receipts and supporting documentation. Maximum reimbursable amount without prior approval:

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause is immediate where a material breach remains uncured for more than days after written notice of breach.

Intellectual Property

Unless otherwise agreed in writing, Creator hereby grants Client a worldwide, non-exclusive, transferable, sublicensable license to use, reproduce, distribute, display, and create derivative works of the delivered final Deliverables for Client's business purposes. Creator retains the right to use general skills, techniques, and know-how developed in performing the Services, provided such use does not disclose Client Confidential Information.

If Client desires assignment of all right, title and interest in copyrights and other intellectual property in the Deliverables, the parties shall check the following box to indicate assignment: Assign all intellectual property rights to Client upon final payment

Creator agrees to execute and deliver such instruments and do such further acts as may be necessary to vest ownership or perfect Client's rights consistent with this section.

Confidentiality

Creator shall hold in strict confidence all nonpublic, proprietary, or confidential information disclosed by Client that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Creator shall not use or disclose Confidential Information except as necessary to perform the Services or with Client's prior written consent.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach by Creator; (b) was known to Creator prior to disclosure; (c) is lawfully received from a third party without obligation of confidentiality; or (d) is independently developed by Creator without use of Confidential Information. If Creator is compelled by law to disclose Confidential Information, Creator will provide Client prompt written notice to allow Client to seek protective relief.

Independent Contractor; Taxes; Insurance

Creator is an independent contractor and not an employee, agent, or partner of Client. Creator is solely responsible for all taxes, withholdings, and other statutory obligations arising from payments made under this Agreement. Creator shall maintain at its expense any insurance reasonably necessary to perform the Services and shall provide proof of insurance upon Client's request.

Representations, Warranties, and Indemnification

Creator represents and warrants that: (a) Creator has the right and authority to enter into this Agreement; (b) the Deliverables will be original to Creator and will not infringe third-party intellectual property rights; and (c) Creator will perform services in a professional and workmanlike manner in accordance with industry standards.

Creator shall indemnify, defend and hold harmless Client, its officers, directors, and employees from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Creator's breach of the foregoing representations and warranties or Creator's negligence or willful misconduct.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CREATOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

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.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Acknowledgments

Each party acknowledges that it has read and understands this Agreement, and that it has had the opportunity to seek independent legal counsel prior to signing.

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