INDEPENDENT CONTRACTOR AGREEMENT.

This Independent Contractor Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Care Tokens, Contact Info: ________________________ (hereinafter referred to as the “Company”), and _______________________, Contact Info: __________________ (herein referred to as the “Photographer”).

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  1. TERM.

The initial term of this Agreement shall be for a period of ___________ [Days/Weeks/Months/Years], commencing on the Effective Date herein.

  • SCOPE.

The Photographer shall partner with the Company to organize photoshoots with the Company’s partner organizations for the purpose of conducting auctions. All photographs covered under this Agreement shall be sold at the auctions organized by the Company during dates to be communicated to the Photographer.

  • COMPENSATION.

The Company shall, upon deductions have been made for the rescue partner organizations, split all profits made from the auction of the Photographer’s photos at 50/50% with the Photographer. The payment shall be made to the Photographer’s _____________________ Account, ______ Days after the completion of the auction.

  • INTELLECTUAL PROPERTY/COPYRIGHT.

The Parties agree that any photographs covered under this Agreement shall be deemed as the property of the Photographer to use, reuse, edit, commercialize and use in any way as they fit.  The Company only use the photographs for the purposes covered under this Agreement and shall not use the photographs for any other purposes of commercial publication without a written consent from the Photographer. The Company shall not be held liable for any copyright infringement claims that may arise from the Photographer’s use, reuse, publication and digitalization of the photographers covered herein.

  • INDEPENDENT CONTRACTOR.

The Photographer shall be retained as an independent contractor.  The Photographer shall be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. The Company shall not withhold or pay any income tax, social security tax, or any other payroll taxes on the Photographer’s behalf during the term of this Agreement.

  • LIABILITY/INDEMNITY/ASSIGNMENT/WAIVER.
    • The Photographer understands that they shall be responsible for their safety as they organize the photoshoots covered under this Agreement. The Photographer shall not hold the Company responsible for any injuries sustained while they are performing their obligations under this Agreement unless such injuries are as a result of the Company’s negligence. The Photographer shall defend and indemnify the Company against any and all injury claims.
    • This Agreement shall be binding upon and inure to the benefit of the Photographer and the Company and their respective successors and assigns, provided that the Photographer may not assign any of their obligations under this Agreement without the Company’s prior written consent.  
    • The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
  • FORCE MAJEURE.

The failure on the part of the Photographer to perform their obligation under this Agreement will not be considered as default if such failure is the result of natural calamities, acts or God, Covid-19, extreme adverse disasters and circumstances beyond the control of the parties.

  • DISPUTE RESOLUTION.

In the event of disputes arising about the execution of this Agreement and/or performance of obligations stated herein, the Parties shall solve such issues through a binding arbitration or mediation process.

  • TERMINATION/CANCELLATION.

Parties agree that either Party can terminate/cancel this Agreement at any given time, provided that the intending Party provides the other Party a 30 Day Written Notice on the termination/cancellation. The Company shall ensure to pay the Photographer from sale of any of the photos covered herein before the termination/cancellation is made effective.

  1. MODIFICATIONS.

This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

  1. GOVERNING LAW AND JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, USA. Exclusive jurisdiction and venue shall be in Arizona, USA.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

COMPANY: _____________            ___________________                        ___________

                        (SIGNATURE)                  (NAME)                                             (DATE)

PHOTOGRAPHER: _____________            ________________________              ___________

                                     (SIGNATURE)                           (NAME)                                    (DATE)

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