Freelancer Work for Hire Contract

FREELANCER WORK FOR HIRE CONTRACT

This Freelancer Work for Hire Contract ("Agreement") is made as of by and between Client Name: with address: and Freelancer Name: with address: .

WHEREAS

WHEREAS, Client desires to retain Freelancer to perform the services described in this Agreement and Freelancer has the qualifications, skill and capacity to perform such services on the terms set forth herein.

WHEREAS, the parties intend that the deliverables produced by Freelancer under this Agreement shall be work made for hire and that all ownership rights, title and interest in the deliverables and related intellectual property be held by Client, subject to the terms below.

WHEREAS, the parties wish to set forth their entire agreement with respect to the services, payment, confidentiality, and ownership of work product.

SCOPE OF WORK

Freelancer will perform the services and deliver the deliverables described below (collectively, "Services" and "Deliverables"). The Services shall be performed in a professional manner consistent with industry standards and the specifications agreed by the parties.

PAYMENT TERMS

Client will pay Freelancer compensation as set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Unless otherwise agreed in writing, Freelancer shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within the number of days specified in the Payment Schedule. Payments withheld due to a bona fide dispute must be described in writing within seven (7) days of receipt of the invoice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Freelancer shall (a) keep Confidential Information confidential, (b) not use Confidential Information except in performance of the Services, and (c) not disclose Confidential Information to any third party without Client's prior written consent.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no wrongful act of the receiving party; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or request, Freelancer shall return or destroy Confidential Information and certify such return or destruction.

OWNERSHIP, WORK FOR HIRE, AND INTELLECTUAL PROPERTY

Freelancer acknowledges and agrees that the Deliverables prepared by Freelancer under this Agreement are specially ordered or commissioned for use by Client as a "work made for hire." To the extent any Deliverable does not qualify as a work made for hire, Freelancer irrevocably assigns, transfers and conveys to Client all right, title and interest in and to the Deliverables and any intellectual property rights therein, worldwide and in perpetuity, without additional compensation.

Freelancer hereby waives and agrees not to assert any moral rights or similar rights with respect to the Deliverables. Freelancer represents and warrants that the Deliverables will be original to Freelancer and will not infringe the intellectual property or other rights of any third party.

INDEMNIFICATION

Freelancer shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Freelancer's representations and warranties, negligence, willful misconduct, or infringement of third-party rights in connection with the Deliverables.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Relationship of the Parties: The parties agree that Freelancer is an independent contractor and not an employee, agent, joint venturer or partner of Client. Freelancer is solely responsible for all taxes and other withholdings arising from the payments made by Client.

Freelancer affirms that Freelancer is acting as an independent contractor and shall remain responsible for all tax filings and insurance.

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