SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

_______________________________________________________________(“THE COMPANY”)

AND

___________________________________________________________(“THE CONTRACTOR”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Company and the Contractor (Company and Contractor collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. 1.       COMMENCEMENT AND DURATION

This agreement shall be valid from _________________________until termination.

• SERVICES

The Contractor shall make artwork pieces for the Company (the “services”) the contract sum defined below. The Contractor shall use reasonable good faith efforts in providing the services. The services will also include any other tasks which the Parties may agree on.

• CONTRACT SUM

For their services rendered, the Company shall pay the Contractor a flat payment of $_________________ which shall be due within one (1) week upon completion and all applicable files being delivered for each batch of work.

• AUTONOMY

Except as otherwise provided in this agreement; The Contractor will have full control over working time, methods, and decision-making in relation to the provision of the services per the agreement. The Contractor will work autonomously and not at the direction of the Company. However, the Contractor will be responsive to the reasonable needs and concerns of the Company and obey the Company rules.

• NON-SOLICITATION

For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this agreement, the Contractor shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Clients or any person who had a material business relationship with the Company in the duration of this agreement.

• EQUIPMENT

Except as otherwise provided in this agreement; The Contractor shall provide any resources necessary to deliver the services per the agreement at the Contractor’s own expense.

• INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby. The Company is not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the term. The Contractor is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Contractor under this agreement.

The Contractor hereby agrees that it will not represent to any third party that its engagement by the Company is in any capacity other than as an independent contractor.

• INTELLECTUAL PROPERTY

The Contractor agrees that any intellectual property and associated rights owned, discovered or developed by the Contractor, solely or jointly with others, in connection with his services performed under this agreement, shall constitute works for hire and shall automatically upon their creation or discovery become the exclusive property of the Company.

The Company shall have the unfettered right to deal with the said intellectual property in any way it thinks fit. The Contractor irrevocably and unconditionally waives all rights relating to the said intellectual property to which he may now or in the future be entitled. The Contractor shall only use the intellectual property subject to the Company’s terms and consent.

• NON-ASSIGNMENT

The Contractor shall not transfer or assign this agreement without the Company’s consent. However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Contractor’s consent. If the Company does so, anyone to whom the Company transfers, assigns, or subcontracts any or all of its obligations will have all of the Company’s rights with respect to such obligations.

1. NON-EXCLUSIVITY

This agreement is nonexclusive, and the Company may retain the services of any number of other Contractors.

1. RETURN OF THE PROPERTY

Upon the expiration or termination of this agreement, the Contractor will return to the Company any property, documentation, records, or confidential information that is the Company’s property.

1. FURTHER ASSURANCES

Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this agreement.

1. FORCE MAJEURE

For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

1. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement.

1. COURT COSTS AND ATTORNEYS’ FEES

In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

1. TERMINATION

• Either Party may terminate this agreement upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
• The Company may terminate this agreement due to but not limited to the Contractor failing to render the services.
• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. changes to the agreement

Either Party may request changes to the agreement, but they will only be effective if agreed in writing and signed by all Parties. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.

1. CONFIDENTIALITY

All non-public, confidential or proprietary information of the Company, disclosed by the Company to the Contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this agreement is confidential, solely for the use of performing this agreement and may not be disclosed or copied unless authorized in advance by the Company in writing. Upon the Company’s request, the Contractor shall promptly return all documents and other confidential materials received from the Company. The Company shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Contractor at the time of disclosure; or (c) rightfully obtained by the Contractor on a non-confidential basis from a third party.

1. NO WAIVER

Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

• SEVERABILITY

The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

• COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

• ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.

• headings

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

• PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

• NOTICES

The Parties shall be served through the following addresses (including email),  in writing and where applicable, delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage prepaid, or delivered via telecopier or facsimile transmission, and either Party may change the below addressees by reasonable notice in writing given to the other Party.

THE COMPANY: __________________________________________________________________

THE CONTRACTOR: ______________________________________________________________

• CONTRACTOR ACKNOWLEDGEMENTS

The Contractor acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Contractor acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect the Company’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions. The Contractor also acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily.

• GOVERNING LAW

This agreement shall be governed in all respects by the Laws of the State of Indiana.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.

Signed by the duly authorized representative of the COMPANY   Signature: ……………………………………………….   Name: ……………………………………………………   Designation: ……………………………………………   Date:………………………………………

Signed by the CONTRACTOR     Signature : ………………………………………………   Name: ……………………………………………………   Date:…………………………………………….……