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:
COMMENCEMENT AND DURATION
This agreement shall be valid from _________________________until _________________________.
The Contractor shall provide concept work “the product” as illustrators with the Company.
The services will also include any other tasks which the parties may agree on.
The Client is entitled to cancel for a full refund if the Contractor fails to commence the services within _____________days after commencement.
The Company shall pay the Contractor an initial deposit of $_____________________________ and bi-weekly payouts of royalties of ________________% of the gross profit from each product. The Contractor shall complete a product within one month of payment of the initial deposit. The bi-weekly payouts of royalties shall be made subject to the Company making profits from the product.
Except as otherwise provided in this agreement, the Contractor will work at the Company’s direction.
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.
The Contractor shall not directly or indirectly engage in the businesses in which the Company participates in or in which the Company has an actual intention, as evidenced by the Company’s written business plans, to engage in, within any geographic area in which the Company is then conducting such business for (2) years after the termination of this agreement.
Except as otherwise provided in this agreement, the Contractor will provide at the Contractor’s own expense all tools, machinery, equipment, raw materials, supplies, workwear, and any other items or parts necessary to deliver the services per the agreement.
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 Parties agree that any intellectual property and associated rights developed by the Contractor, solely or jointly with others, during the subsistence of this agreement, are the Company’s exclusive property. Specifically, once the deposit is paid and the initial art is completed, it shall become the Company’s property, and the Company shall own the concept.
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 concerning such obligations.
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.
Mediation shall resolve any dispute under this agreement. Nothing in this section shall be construed as limiting the Court’s jurisdiction.
Either Party may terminate this agreement at any time upon breach of the contract by the other Party. This includes but is not limited to the Contractor backing out of the project, wherein they shall refund the deposit for the initial product or retain the deposit and avoid further use of the product where the Company does not move forward with production.
Either Party may terminate this agreement at any time if the other Party agrees to the termination in writing.
Otherwise than for breach, or through consent, either Party may terminate this agreement upon giving the other Party no less than thirty (30) days’ notices in writing. If the Contractor wishes to terminate the contract with less than thirty (30) days’ notices, the Company reserves the right to charge costs that have already been paid in advance or incurred by the Company on the Contractor’s behalf.
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.
CHANGES TO THE AGREEMENT
Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Company shall issue any necessary clarification or instruction.
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 as 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.
The Contractor shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company.
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.
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.
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.
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.
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.
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.
The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.
THE COMPANY: ___________________________________________
THE CONTRACTOR: ___________________________________________
The Contractor acknowledges that they have been provided with the opportunity to negotiate this agreement and 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.
This agreement shall be governed in all respects by the Nevada State Laws.
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:…………………………………………….……
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