Work-for-Hire Contract Agreement

WORK-FOR-HIRE CONTRACT AGREEMENT

This Work-for-Hire Contract Agreement ("Agreement") is made and entered into as of , by and between Client Name: ("Client") and Contractor Name: ("Contractor").

RECITALS

WHEREAS, Client desires to engage Contractor to prepare certain works, materials, deliverables and other items described herein for use in connection with Client's business and marketing efforts; and

WHEREAS, Contractor represents that Contractor has the skills, experience, and resources necessary to create the works described in this Agreement and is willing to create such works as an independent contractor on a work-for-hire basis; and

WHEREAS, the parties intend that the works created by Contractor pursuant to this Agreement shall be owned exclusively by Client to the fullest extent permitted by law.

NOW, THEREFORE

In consideration of the mutual promises set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Work" means all written, visual, audio, audiovisual, electronic, graphic, photographic, design, code, data, and other materials and Deliverables to be created by Contractor under this Agreement as described in Section 2.

1.2 "Deliverables" means the final versions of the Work delivered to Client in the formats and according to the schedule set forth in Section 3.

2. ENGAGEMENT; SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Contractor, and Contractor accepts such engagement, to perform the services and create the Work described below. Contractor shall perform the services in a professional and workmanlike manner in accordance with industry standards.

3. DELIVERY; SCHEDULE

Contractor shall deliver the Deliverables according to the following schedule and shall meet the milestones specified below. Time is of the essence with respect to the delivery deadlines.

4. WORK MADE FOR HIRE; OWNERSHIP OF COPYRIGHTS

4.1 Work Made for Hire. Contractor acknowledges and agrees that the Deliverables created under this Agreement are specially ordered or commissioned by Client as a "work made for hire" as set forth in the United States Copyright Act and, to the fullest extent permitted by law, all right, title and interest in and to such Deliverables, including all copyrights and renewals, shall be the sole and exclusive property of Client upon creation.

4.2 Assignment. To the extent any portion of the Deliverables cannot be deemed a work made for hire, Contractor hereby irrevocably assigns, transfers and conveys to Client all right, title, and interest in and to such Deliverables and all intellectual property rights therein, including without limitation all copyrights, trademarks, trade dress, moral rights and other proprietary rights throughout the world.

4.3 Moral Rights; Further Assurances. Contractor hereby irrevocably waives, to the maximum extent permitted by applicable law, any and all moral rights in the Deliverables. Contractor shall execute and deliver such documents and take such actions as Client may reasonably request to perfect, evidence or record Client's ownership of the Deliverables.

5. COMPENSATION; PAYMENT

Expenses: Client shall reimburse Contractor for pre-approved, reasonable and documented out-of-pocket expenses incurred in connection with the performance of services. Reimbursement requires prior written approval from Client.

6. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that: (a) Contractor has full power and authority to enter into this Agreement and grant the rights granted herein; (b) the Deliverables will be original to Contractor and will not infringe the intellectual property or other rights of any third party; and (c) the Deliverables will not contain any material that is unlawful, libelous, defamatory, obscene or otherwise actionable.

Client represents and warrants that it has the right to receive the Deliverables and to exploit the Deliverables as contemplated by this Agreement.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means any non-public information disclosed by a party in any form 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.

7.2 Nondisclosure. Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information to any third party without the prior written consent of the disclosing party, except as required to perform its obligations under this Agreement.

8. INDEPENDENT CONTRACTOR

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, contributions and withholdings applicable to Contractor and Contractor's employees or subcontractors.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF SECTION 4 OR 7, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and shall continue until the Deliverables have been accepted by Client and payment in full has been made, unless earlier terminated in accordance with this Section.

11.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Contractor for all services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning ownership, confidentiality, indemnification, and limitation of liability shall survive termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may specify in writing.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a writing signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

16. ADDITIONAL PROVISIONS

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