Creator Agreement Template

CREATOR AGREEMENT

This Creator Agreement (the "Agreement") is entered into as of by and between Creator Name: with an address at , and Company Name: with an address at .

RECITALS

WHEREAS, Company desires to engage Creator to create certain creative works, content, and materials described as (the "Deliverables"); and

WHEREAS, Creator has the skill, experience and ability to prepare and deliver the Deliverables and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the creation, ownership, license, delivery and exploitation of the Deliverables.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Work" means the creative output produced by Creator pursuant to this Agreement, including but not limited to scripts, recordings, photographs, video, audio, text, graphics, and any revisions thereto as described in Section 2.

1.2 "Deliverables" means the specific items to be delivered by Creator and listed in Exhibit A: Deliverables Schedule, attached or described in the Deliverables Details field below.

2. SERVICES, DELIVERABLES, DELIVERY SCHEDULE

2.1 Services. Creator shall provide the creative services and prepare the Deliverables in accordance with the specifications set forth in the Deliverables Details field below and in any mutually agreed written directions.

2.2 Delivery Schedule. Creator shall deliver the initial Deliverables by and shall complete any revisions within days following notice of required revisions.

3. COMPENSATION

3.1 Fees. In consideration for Creator's performance, Company shall pay Creator the total fee of (the "Fee") in accordance with the Payment Terms below.

3.2 Expenses and Taxes. Unless otherwise agreed in writing, Company shall reimburse pre-approved out-of-pocket expenses reasonably incurred by Creator in connection with the Services; Creator is solely responsible for all federal, state, and local taxes arising from the Fee.

4. INTELLECTUAL PROPERTY; GRANT OF RIGHTS

4.1 Work Made for Hire. The parties acknowledge and agree that the parties may elect that the Deliverables shall be considered a "work made for hire" for purposes of copyright law. If the Deliverables do not qualify as a work made for hire, Creator hereby irrevocably assigns to Company all worldwide right, title and interest in and to the Deliverables, including all copyrights and moral rights, subject to Company’s payment obligations hereunder.

Please indicate the intended ownership mechanism: Work Made for Hire Assignment of Copyright

4.2 License Back to Creator. If Company elects to retain ownership, Company may grant Creator a non-exclusive, non-transferable license to use the Deliverables solely for Creator's portfolio and self-promotion unless otherwise agreed in writing.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party may disclose Confidential Information to the other. "Confidential Information" means non-public information disclosed in connection with this Agreement.

5.2 Obligations. Each recipient shall (a) hold Confidential Information in confidence, (b) not use Confidential Information except as necessary to perform under this Agreement, and (c) limit disclosure to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Creator represents and warrants that Creator is the sole author of the Deliverables (except for pre-existing materials identified herein), that the Deliverables are original, and that Creator has full authority to grant the rights herein. Creator further warrants that the Deliverables do not infringe or misappropriate any third party's intellectual property, rights of publicity, or other rights.

6.2 Company represents and warrants that it has the right to engage Creator under this Agreement and that Company’s use of any materials provided to Creator will not breach any agreement with a third party.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Creator shall indemnify, defend and hold harmless Company and its officers, directors and affiliates from and against any and all claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of a breach of Creator's representations or a claim that the Deliverables infringe a third party's rights. Company shall indemnify Creator for claims arising from Company's breach of representations or Company's exploitation of the Deliverables in breach of this Agreement.

7.2 Limitation of Liability. Except for breaches of Sections 4 (Intellectual Property), 5 (Confidentiality), and indemnification obligations, neither party shall be liable to the other for consequential, incidental, exemplary or punitive damages, and total aggregate liability shall not exceed the amounts paid to Creator under this Agreement in the twelve (12) months preceding the claim.

8. TERM; TERMINATION

8.1 Term. This Agreement commences on and, unless earlier terminated in accordance with this Section, continues until .

8.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination, Company will pay Creator for all services performed and approved Deliverables delivered through the effective date of termination.

9. INDEPENDENT CONTRACTOR

Creator is an independent contractor. Nothing in this Agreement will be construed to create an employer-employee relationship, joint venture, partnership or agency between the parties. Creator shall have no authority to bind Company.

10. PUBLICITY AND CREDIT

Company may use Creator's name and likeness to credit Creator in connection with the Deliverables. Any broader use of Creator's name, likeness or biographical information for advertising or promotion shall require Creator's prior written consent.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12.2 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings.

12.3 Amendments and Waiver. Any amendment to this Agreement must be in writing and signed by both parties. No waiver shall be effective unless in writing and signed by the waiving party.

12.4 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding.

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