Freelance Work for Hire Agreement

FREELANCE WORK FOR HIRE AGREEMENT

This Freelance Work for Hire Agreement (the "Agreement") is made and entered into as of by and between:

Client Name:

Contractor Name:

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain professional services and to create certain works described herein; and

WHEREAS, Contractor represents that Contractor has the experience and ability to perform such services as an independent contractor and is willing to perform such services pursuant to the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Contractor shall perform the services and produce the deliverables described below. Contractor shall provide work in a professional manner consistent with industry standards.

2. PAYMENT TERMS

Compensation for the services described in Section 1 shall be as follows.

Payments are due within days of invoice unless otherwise stated. Late payments shall accrue interest at % per month (or the maximum permitted by law), calculated monthly.

Reimbursable expenses require prior written approval by Client. Approved expenses will be reimbursed within days of receipt of substantiating documentation. Any expense cap: $

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the Completion Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause is effective immediately upon written notice for material breach that remains uncured for days following receipt of notice.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is identified as confidential or would reasonably be considered confidential. Contractor shall not disclose or use Client Confidential Information except as necessary to perform the Work. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party; is already known without restriction; or is independently developed by the receiving party.

Upon termination or request, Contractor shall promptly return or destroy all Client Confidential Information and certify such destruction in writing.

5. INTELLECTUAL PROPERTY; WORK MADE FOR HIRE

The parties agree that all original works of authorship created by Contractor specifically for Client under this Agreement (the "Work") are intended to be "work made for hire" for Client. To the extent any Work is not deemed a work made for hire, Contractor hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to the Work, including all copyrights and moral rights, worldwide and in perpetuity, without further consideration.

Contractor shall execute all documents and take all actions reasonably requested by Client to effectuate the foregoing assignment. Contractor hereby waives any rights of attribution and integrity to the extent permitted by law.

6. INDEPENDENT CONTRACTOR; TAXES

Contractor is an independent contractor and not an employee, partner or agent of Client. Contractor is solely responsible for all federal, state and local taxes, insurance and benefits relating to amounts paid under this Agreement. Client will not withhold income tax or pay employment insurance on Contractor's behalf.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Contractor represents and warrants that: (a) Contractor has the full right and authority to enter into this Agreement; (b) the Work will be original and will not infringe any third-party rights; and (c) Contractor will comply with all applicable laws in performing the Work.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Contractor shall indemnify and hold harmless Client from and against any third-party claims arising out of Contractor's breach of its representations, warranties or obligations under this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. NOTICES

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized courier service, and shall be deemed given upon receipt.

10. GOVERNING LAW; ENTIRE AGREEMENT

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

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

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the parties' intent.

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