This Contract is between ___________________ of_________________ (ADDRESS) and ______________ (hereinafter “freelancer”) of ___________________ (ADDRESS) effective of ______________________ (“Effective Date”)
- WORK AND PROJECT
- Project. The Sole Proprietor is hiring Freelancer to art assets for the Client projects.
- Schedule. The Freelancer will being work on _________________. This Contract can be ended by either party at any time, pursuant to the terms of Section 5, Term and Termination.
- Payment. The Freelancer will be paid $ _________________
- Expenses. The Freelancer will invoice the Sole Proprietor of any expenses incurred monthly. Expenses need to be pre-approved by Sole Proprietor.
- OWNERSHIP AND LICENSES
2.1. Freelancer’s Use of Work Product. Once the Freelancer gives the work product to the Sole Proprietor, the Freelancer does not have any rights to it. The Sole Proprietor gives the Freelancer permission to use the work product as part of the Freelancer’s portfolio, as long as it to showcase the Freelancer’s work and not for any other purposes. The Freelancer is not allowed to sell or otherwise use the work product to make money or for any other commercial use.
2.2. Freelancer’s IP that is Not Work Product. During the course of this project, the Freelancer might use intellectual property that the Freelancer owns or has licensed from a third party, but that does not qualify as “work product”. This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock and web application tools. The Freelancer is not giving Sole Proprietor this background IP. But, as part of the Contract, the Freelancer is giving Sole Proprietor a right to use and license the background IP to develop, market, sell, and support the Sole Proprietor’s products and services.
3. COMPETITIVE ENGAGEMENTS
The Freelancer won’t work for a competitor of the Sole Proprietor until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Sole Proprietor’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Freelancer asks for permission beforehand and the Sole Proprietor agrees to it in writing.
4.1 Overview. This Section contains important promises between the parties
4.2 Authority to Sign. Each party promises to other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
4.3 Freelancer Has Right to Give Sole Proprietor Work Product. The Freelancer promises that it owns the work product, that the Freelancer is able to give the work product to the Sole Proprietor, and that no party will claim that it owns the work product.
4.4 Freelancer will comply with Laws. The Freelancer promises that the manner it does this job, its work product, and any background IP it uses complies with applicable U.S and foreign laws and regulations.
4.5 Work Product Does Not Infringe. The Freelancer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Freelancer has the right to let the Sole Proprietor use the background IP, and that this Contract does not and will not violate any contract that the Freelancer has entered into and will enter into with someone else.
4.6 Client Will Review Work. The Sole Proprietor promises to review the work product, to be reasonably available to Freelancer if the Freelancer has questions regarding this project, and to provide timely feedback and decisions.
5. TERM AND TERMINATION
This Contract is ongoing, until ended by either party. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract. Termination of the Contract will be without penalties.
6. INDEPENDENT CONTRACTOR
The Sole Proprietor is hiring the Freelancer as an independent contractor. The Freelancer will use its own equipment, tools and material to do work. The Sole Proprietor will not control how the job is performed on a day-to- day basis. The Parties do not have a partnership or employer-employee relationship. The Freelancer cannot enter into contracts, make promises, or act on behalf of the Sole Proprietor. The Freelancer is not entitled to benefits such as group insurance, retirement benefits, retirement plans and vacation days. The Freelancer is responsible for its own taxes.
Freelancer shall not, in any fashion, form, or manner, either directly or indirectly:
- Disclose or communicate to any party any information relating to the Sole Proprietor’s business or the including (but not limited to) customer lists, price points, or marketing plans (the “Confidential Information”);
- Duplicate any confidential information
- Use any Confidential Information other than solely for the benefit of the Sole Proprietorship; or
Assist a third party in using any Confidential Information in any manner but solely for the benefit of the Sole Proprietorship.
Freelancer agrees to defend, indemnify, and hold harmless the Sole Proprietor from and against any and all third party claims (or other actions that could lead to losses by the Sole Proprietor) that are based upon his (a) violation of the law, (b) violation of this Agreement, or (c) violation of any third party’s rights.
Any disputes arising from the provisions of this agreement will be solved in good faith through mediation by both parties.
- NO MODIFICATION UNLESS IN WRITING
No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
- ENTIRE AGREEMENT
This Agreement represents the full understanding of the Parties and shall supersede all previous oral or written agreements regarding the subject matter herein.
- APPLICABLE LAW
This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Massachusetts, and subject to the exclusive jurisdiction of the federal and state courts located in Massachusetts.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.
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