SUB-CONTRACTOR AGREEMENT
This SUB-CONTRACTOR AGREEMENT (this “Agreement”) is made and entered into as of
XXX (the “Effective Date”), by and between PRIMITIVEAF(“the Company”)
whose place of business is in California US, and [INSERT NAME OF THE SUB-
CONTRACTOR] whose address is at [INSERT ADDRESS OF THE SUB-
CONTRACTOR] (“Sub-Contractor”). Each of The Company and Sub-Contractor are
sometimes referred to individually as a “Party” or collectively as the “Parties.”
RECITALS
A. The Company deals with blockchain technology and it develops NFTs and digital
collectibles and wishes to engage the services of the Sub-Contractor; and
B. Sub-Contractor has agreed to provide certain services to The Company on the terms
set forth in this Agreement.
Therefore, the Parties agrees as follows:
AGREEMENT
1. ENGAGEMENT; SERVICES
The Company hereby engages Sub-Contractor to provide, during the Term, (as defined in
Section 3, below) the services set forth herein below: (collectively, the “Services”).
The Sub-Contractor is required to do and complete the following:
a. To act as Community Manager on behalf of the company
b. To perform the services of the Company’s spoken person.
c. To host or Co-host Twitter Spaces weekly on behalf of the company
d. Manage Moderators
e. Manage social media handles for the company
f. Any other duties that will be reasonably assigned by the company.
During the Term, Sub-Contractor agrees to devote such efforts and time as is reasonably
required to fulfill Sub-Contractor’s duties in connection with the Services, to provide the same in
a diligent and conscientious manner and to the best of Sub-Contractor’s ability, in accordance
with applicable law, and the terms and conditions provided in this Agreement.
2. COMPENSATION; EXPENSES
(a) Fee. The Sub-Contractor shall not receive any payment for the 1 st phase of the project.
The Contractor shall start receiving payment during the 2 nd Phase of the Project. As
consideration for the Services during Phase 2 of the project and the other phases, the
Company shall pay Sub-Contractor as follows:
i. 80% of the revenue collected by the company shall be invested back to the
project’s community. Sub-contractor will get 5% of the remainder 20% revenue
received.
ii. This amount will be paid directly to the Sub-Contractor’s account [insert details
including account number of the Sub-Contractor’s bank], on or before the [insert
the date] day of the month.
(b) Business Expenses. The Company shall reimburse Sub-Contractor for all reasonable, out-
of-pocket business expenses actually incurred by Sub-Contractor during the Term in performing
the Services; provided, that (i) any such expense is pre-approved by The Company, and (ii)
Sub-Contractor submits to The Company appropriate supporting documentation for all such
expenses in accordance with The Company’ policies and procedures.
(c) Tax Matters. The Company and Sub-Contractor agree that Sub-Contractor shall be treated
as an independent Contractor, and not as an employee of The Company, with respect to the
Services performed hereunder. All fees payable to Sub-Contractor hereunder shall be paid in
full, without any withholding, deduction, or offset of any Federal, state, or local income taxes,
employment taxes, or other withholdings, except to the extent The Company reasonably
determines that any such withholdings, deductions, or offsets are required by applicable law.
Sub-Contractor hereby covenants and agrees that Sub-Contractor shall be solely responsible
for all income taxes, payroll taxes, and other withholdings (both employer and employee
portions) with respect to all fees paid by The Company hereunder, and agrees to indemnify and
hold The Company harmless from and against any and all loss, liability, claim, cause of action,
suit, fine, damage, judgment, cost or expense (including reasonable attorneys’ fees) arising out
of or in connection with any tax liability or other tax obligations relating to payments made to
Sub-Contractor pursuant to this Agreement, including, without limitation, any such taxes and
withholdings imposed as a result of any claim or determination by any taxing authority or
otherwise that Sub-Contractor is not an independent Sub-Contractor with respect to the services
performed hereunder.
3. TERM
(a) Term. The Engagement shall be as long as the project is ongoing, unless terminated in
accordance with Section 3(b).
(i) Termination. The Engagement may be terminated by: (i) the mutual, written consent
of The Company and Sub-Contractor; or (ii) by the non-breaching Party upon the
occurrence of a breach by the other Party in the performance of its obligations under this
Agreement, which breach (if capable of cure) is not cured to the reasonable satisfaction
of the non-breaching Party within Five (5) business days after the non-breaching Party
has delivered written notice of such breach to the breaching Party.
(ii) Effect of Termination. In the event the Engagement is terminated or expires, the
provisions of this Agreement, other than those set forth in Section 8(i), shall no longer
have any force or effect. Upon the termination of the Engagement, The Company shall
(i) pay to Sub-Contractor, no later than Seven (7) days after the date of termination, the
earned, but unpaid portion of the Fee, prorated through the date of termination, and (ii)
shall reimburse Sub-Contractor, in accordance with Section 2(b), for all expenses
properly incurred prior to the date of termination.
4. PROPRIETARY RIGHTS
(a) Work.
(i) Definition. All inventions, discoveries, improvements, developments, concepts,
trade secrets, original works of authorship, formulas, work products, drawings, know-how,
designs, algorithms, computer programs, (including, but not limited to, source code, object code
routines, macros, etc.), databases, strategies, processes, procedures, methodologies, and
techniques, and all documentation relating to the foregoing, whether or not patentable or
registrable under copyright or similar laws, which Sub-Contractor, alone or jointly, while
operating on The Company behalf and within the scope of Services listed in Clause 1 above,
creates, conceives, develops, reduces to practice, or causes another to create, conceive,
develop, or reduce to practice expressly for The Company, will collectively and individually be
referred to as the “Work.” Notwithstanding the foregoing, the parties acknowledge and agree
that any minor reformulations or minor enhancements of Sub-Contractor’s existing products
shall not constitute Work hereunder. Sub-Contractor agrees to disclose promptly in writing to
The Company all inventions created, conceived, developed or reduced to practice by Sub-
Contractor, while Sub-Contractor is operating on The Company behalf and within the scope of
Services listed in Clause 1 above.
(ii) Nonassignable Inventions. Notwithstanding any provision of this Agreement to
the contrary, this Agreement does not apply to Work which qualifies fully as a nonassignable
invention under the provisions of applicable law.
(b) Proprietary Rights.
(i) Work Made for Hire. Sub-Contractor understands and agrees that (i) to the extent
permitted by law, applicable portions of the Work shall be deemed a “work made for hire”, and
(ii) The Company shall be deemed the exclusive owner of all rights, title and interest in and to
such Work in any and all media, languages, territories and jurisdictions throughout the world,
now known or hereafter devised, including, but not limited to, any and all works of authorship,
copyrights and copyright registrations.
(ii) Assignment. Sub-Contractor assigns and transfers to The Company, effective as
of the date of its creation, any and all rights, title and interest Sub-Contractor may have or may
acquire in and to the Work (including, but not limited to, any Work not deemed, for whatever
reason, to have been created as a work made for hire), in any and all media, languages,
territories and jurisdictions throughout the world, now known or hereafter devised, including, but
not limited to, any and all inventions, patents, patent applications, copyrights, copyright
registrations, trade secrets, know-how and other intellectual property rights in the Work, and the
right to prosecute and recover damages for all past, present and future infringements or other
violations of the Work.
(iii) Use of the Work. The Company shall have the unrestricted right to use, display,
publish, perform, record, copy, broadcast, transmit, distribute, augment, subtract from, modify,
distort, translate, transfer, combine with other information or materials, create derivative works
based on, sell, or otherwise exploit for any purpose, the Work and any portion thereof, in any
manner or media throughout the world, as The Company may in its sole discretion determine.
Sub-Contractor hereby irrevocably waives and assigns The Company any and all so-called
moral rights or “droit moral” Sub-Contractor may have in or with respect to any Work.
Notwithstanding the foregoing, nothing contained herein will require The Company to exercise
or exploit any of The Company rights in or to the Work.
(iv) Sub-Contractor’s Use of Work. Sub-Contractor shall not at any time without The
Company prior written consent, except as required in the performance of Sub-Contractor’s
responsibilities on behalf of The Company, (i) reproduce, display, publish, perform, record,
broadcast, transmit, distribute, modify, translate, combine with other information or materials,
create derivative works based on, exploit commercially, disclose, or otherwise use the Work, in
any manner or medium whatsoever; or (ii) disclose or publicize the terms of this Agreement.
(v) Further Documentation. Upon The Company request, Sub-Contractor shall, at
The Company expense, promptly execute and deliver to The Company any and all necessary
documentation, including, but not limited to, assignments, declarations for patent applications,
copyright registrations, or such other documents as are necessary to effectuate the purposes of
this Agreement and to vest in The Company ownership of all Work. Sub-Contractor hereby
irrevocably appoints The Company as Sub-Contractor’s attorney-in-fact with full power to
execute, acknowledge, deliver and record any and all such documents Sub-Contractor fails to
execute within five (5) business days after The Company request therefor. This appointment
shall be a power coupled with an interest and is irrevocable.
(c) Proprietary Information.
(i) Sub-Contractor agrees to retain in confidence all information relating to The Company,
including, but not limited to, any of The Company proprietary information, technical data, trade
secrets, know-how, research, product plans, products, services, works of original authorship,
photographs, negatives, digital images, software, computer programs, ideas, research,
developments, inventions (whether or not patentable), processes, formulas, technology,
designs, drawings, engineering, hardware configuration information, forecasts, strategies,
marketing, finances or other business information (“Proprietary Information”). Except as is
reasonably necessary in the performance of Sub-Contractor’s obligations to The Company,
Sub-Contractor agrees not to use the Proprietary Information. Notwithstanding the foregoing,
Proprietary Information shall not include any information that: (A) was in or entered the public
domain through no fault of Sub-Contractor and not in violation of this Agreement; or (B) is
disclosed to Sub-Contractor by a third party legally entitled to make such disclosure without
violation of any obligation of confidentiality. In the event that Sub-Contractor is requested
pursuant to, or required by, applicable law or regulation to disclose any Proprietary Information
or any other information concerning The Company, Sub-Contractor shall provide The Company
with prompt written notice of such request or requirement in order to enable The Company (i) to
seek an appropriate protective order or other remedy, (ii) to consult with Sub-Contractor with
respect to The Company taking steps to resist or narrow the scope of such request or (iii) to
waive compliance, in whole or in part, with the terms of this Agreement. In the event that such
protective order or other remedy is not obtained, or The Company waives compliance, in whole
or in part, with the terms of this Agreement, Contactor shall use commercially reasonable efforts
to disclose only that portion of the Proprietary Information that is legally required to be disclosed
and to ensure that all Proprietary Information that is so disclosed will be accorded confidential
treatment. All right, title and interest in and to the Proprietary Information will remain the
exclusive property of The Company. Nothing in this Agreement will be construed to grant Sub-
Contractor any rights to or license under the Proprietary Information or under any related patent,
patent application, trademark, copyright, know-how, or other intellectual property of The
Company.
(ii) Nature of Proprietary Information. Sub-Contractor acknowledges and agrees that the
Proprietary Information protected by this Agreement is of a special, unique, unusual,
extraordinary and intellectual character that money damages would not be sufficient to avoid or
compensate for the unauthorized use or disclosure of the Proprietary Information or the breach
of the covenants herein; and that specific performance, injunctive relief, and other equitable
relief would be appropriate to prevent any actual or threatened use or disclosure of the
Proprietary Information or breach of the covenants herein. Sub-Contractor also acknowledges
that the interests of The Company in and to its Proprietary Information may be irreparably
injured by disclosure of such Proprietary Information. The remedies stated above may be
pursued in addition to any other remedies available at law or in equity for breach of this
Agreement, and the Sub-Contractor agrees to waive any requirement for the securing or posting
of any bond or other security in connection with such remedy. Should litigation be instituted to
enforce any provision hereof, the prevailing party will be entitled to recover all costs, including,
without limitation, reasonable legal fees, cost of investigation and cost of settlement.
(iii) Return of Proprietary Information. The Company may elect at any time to terminate further
access to its Proprietary Information. Upon request, Sub-Contractor will return to The Company
all Proprietary Information in any form and promptly destroy any and all material or information
derived from the Proprietary Information, including any copies, electronic embodiments and
notes thereof.
(iv) Non-Solicitation. During the Term and for one (1) year thereafter, Sub-Contractor shall not
encourage or solicit any employee, independent Sub-Contractor, vendor, or client of The
Company to leave or terminate its relationship with The Company for any reason.
4. REPRESENTATIONS AND WARRANTIES OF SUB-CONTRACTOR
Sub-Contractor represents and warrants to The Company that (i) Sub-Contractor has the legal
capacity to execute, deliver and perform this Agreement, (ii) this Agreement is a valid and
binding agreement and is fully enforceable against Sub-Contractor, (iii) Sub-Contractor is not a
party to any agreement that would prevent his entering into this Agreement or performing his
obligations hereunder, (iv) Sub-Contractor’s performance of this Agreement will not breach any
confidentiality or other agreement, with any former employer or other third party, to which Sub-
Contractor is bound, (v) in performing the Services, Sub-Contractor shall not make any
unauthorized use of any confidential or proprietary information of any other person or entity, and
(vi) Sub-Contractor has not previously granted, pledged, or made any other disposition to any
person or entity, or any right, title or interest in or to the Work, and shall not make sure any
disposition to any person or entity other than The Company.
The Company represents and warrants to Sub-Contractor that (i) The Company has the legal
capacity to execute, deliver and perform this Agreement, (ii) this Agreement is a valid and
binding agreement and is fully enforceable against The Company, (iii) The Company is not a
party to any agreement that would prevent it from entering into this Agreement or performing its
obligations hereunder.
5. INDEMNIFICATION
Each Party (an “Indemnifying Party”) shall indemnify and defend the other Party and its affiliates
and their respective successors and assigns, and each of their respective officers, directors,
partners, managers, employees, stockholders, members, Sub-Contractors, attorneys,
accountants, representatives, and agents (collectively, the “Indemnified Parties”), in respect of,
and hold them harmless against, any and all claims, demands, causes of action, actions,
proceedings, judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest
obligations, taxes, deficiencies, losses, costs and expenses (including, without limitation,
amounts paid to enforce the provisions of this Section 5 and amounts paid in settlement,
interest, court costs, costs of investigators, fees and expenses of attorneys, accountants,
financial advisors and other experts, and other expenses) (collectively, “Damages”) incurred or
suffered by any of the Indemnified Parties arising out of, resulting from, relating to, or
constituting (a) any fraud, misrepresentation or breach of any provision of this Agreement
(including, but not limited to, the representations and warranties) by the Indemnifying Party, or
(b) any gross negligence or willful misconduct by the Indemnifying Party. In addition, and
notwithstanding the foregoing, Sub-Contractor shall reimburse and indemnify The Company and
hold The Company harmless against any and all Damages incurred by The Company in
connection with or arising out of (i) Sub-Contractor’s breach of any of Sub-Contractor’s
warranties, representations, or obligations set forth herein, or (ii) any claim by a third party that
the Work, or any portion thereof, infringes or otherwise violates any intellectual property,
privacy, or other rights of such party.
6. INDEPENDENT CONTRACTOR; NO AGENCY
The Company and Sub-Contractor agree that Sub-Contractor will perform the Services as an
independent Contractor, retaining reasonable control over and responsibility for Sub-
Contractor’s own operations. Sub-Contractor shall control the time, manner and place of
performance of the Services. Without limiting the foregoing, Sub-Contractor acknowledges and
agrees that Sub-Contractor shall not have any right to any compensation or benefits that The
Company grants its employees, including, without limitation, any salary, pension, stock, bonus,
profit sharing, insurance of any kind, health or other benefits that are available to employees of
The Company. In addition, Sub-Contractor shall not use any sub-Sub-Contractors to perform
the Services hereunder and Sub-Contractor may not delegate any of his duties hereunder. Sub-
Contractor will not be considered an employee or agent of The Company as a result of this
Agreement, nor will Sub-Contractor have the authority to contract in the name of or bind The
Company based on the consulting relationship established hereunder.
7. MISCELLANEOUS
(a) Notices. Any notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered by hand, within one (1)
business day of facsimile with receipt confirmed, within one (1) business day of transmission by
electronic mail or upon receipt when mailed by United States mail, registered or certified,
postage prepaid, return receipt requested, addressed to the Parties as set forth in the signature
pages hereof. A Party may change or supplement its address for the purposes of receiving
notice pursuant to this Section 7(a) by giving the other Parties written notice of the new address
in the manner set forth above.
(b) Entire Agreement; Modification. This Agreement, including the exhibits attached hereto, (i)
contains the complete and entire understanding and agreement of Sub-Contractor and The
Company with respect to the subject matter hereof, (ii) supersedes all prior and
contemporaneous understandings, conditions and agreements, oral or written, express or
implied, respecting the engagement of Sub-Contractor in connection with the subject matter
hereof, and (iii) may not be modified except by an instrument in writing executed by a duly
authorized representative of each of The Company and Sub-Contractor.
(c) Assignment. Neither party may assign its rights or obligations under this Agreement without
the other party’s express written consent.
(d) Governing Law and Dispute Resolution. This Agreement shall be construed according to the
laws of the United States of America, specifically the laws of California, without regard to conflict
of laws provisions thereof. The parties hereby submit to the jurisdiction of the state of California
and agree that all disputes and causes that arise out of or relate to this Agreement shall be
resolved amicably by Mediation.
(e) Severability. If any provision of this Agreement is declared by any court of competent
jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions
of this Agreement, which shall be fully severable, and given full force and effect.
(f) Attorneys’ Fees. In the event that there has been a breach of any provision of this Agreement
by any Party, the other Party will be entitled to recover its reasonable costs and attorneys’ fees
in any legal proceeding to enforce the terms of this Agreement.
(g) Counterparts. This Agreement may be executed in counterparts and delivered by facsimile
or electronic transmission, each of which shall be deemed an original, but all of which, together,
shall constitute one and the same instrument.
(h) Survival. The provisions of Sections 2, 3, 4, 5, 6, 7, and 8 shall survive any termination or
expiration of the Engagement. The termination or expiration of the Engagement shall not
adversely affect the rights or obligations of the Parties to the extent accrued prior to such
termination or expiration.
(i) Further Assurances. Each Party shall take all actions and execute all documents reasonably
necessary to effectuate the purposes and intents of this Agreement.
(j) Beneficiaries. The benefits of this Agreement shall inure to the Parties, their respective
successors and permitted assigns, and the obligations and liabilities assumed in this Agreement
by the Parties shall be binding upon their respective successors and permitted assigns.
IN WITNESS WHEREOF, the Parties have executed this Agreement as a deed as of
the day and year first above written.
EXECUTED on behalf of The Company by:
1. ………………………………………………
Signature
………………………………………….
EXECUTED on behalf of SUB-CONTRACTOR by:
1. ………………………………………………
Signature
……………………………………….
[Sub-Contractor]
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