THE EERIR PARLOR CONTRACTOR AGREEMENT

January 18, 2024

THE EERIR PARLOR CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and entered
into as of __________________________ (the “Effective Date”), by and between THE EERIE
PARLOR, (“The Eerie Parlor”) whose Podcast is https://theeerieparlor.podbean.com/ and
_______________________________ whose address is at
______________________________ (“Contractor”). Each of The Eerie Parlor and
Contractor are sometimes referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Eerie Parlor is a company that operates and publishes content on its podcast, and
wishes to engage the services of the Contractor in voice acting; and
B. Contractor has agreed to provide certain services to The Eerie Parlor on the terms set
forth in this Agreement.
Therefore, the Parties agrees as follows:

AGREEMENT
1. ENGAGEMENT; SERVICES
The Eerie Parlor hereby engages Contractor to provide, during the Term, (as defined in Section
3, below) the services set forth herein below: (collectively, the “Services”).
The Contractor is required to do and complete the following:
a. Read and record scripts for TV, films, radio, commercials, commentary, podcast,
audiobooks, or e-learning videos;
b. Create different voices for different characters or settings;
c. collaborate with studio directors, producers, or audio engineers to come up with voices
that fit specific projects, correctly pronounce and enunciate words in a neutral or generic
accent that audiences can easily understand;
d. Collaborate with the director during the recording session to help fine-tune the voice
actor’s performance;
e. Communicate promptly about any issues in scheduling that will impact the recording
schedule.
During the Term, Contractor agrees to devote such efforts and time as is reasonably required to
fulfill Contractor’s duties in connection with the Services, to provide the same in a diligent and
conscientious manner and to the best of Contractor’s ability, in accordance with applicable law,
and the terms and conditions provided in this Agreement.
2. COMPENSATION; EXPENSES
(a) Fee. As consideration for the Services, The Eerie Parlor shall pay Contractor, a total fee in
an amount equal to $___________ per week to work ___________ hours. This amount will be
paid directly to the contractor via __________________. The Contractor’s account details are
_____________________ and his/her phone number is ________________________.

(b) Business Expenses. The Eerie Parlor shall reimburse Contractor for all reasonable, out-of-
pocket business expenses actually incurred by Contractor during the Term in performing the
Services; provided, that (i) any such expense is pre-approved by The Eerie Parlor, and (ii)
Contractor submits to The Eerie Parlor appropriate supporting documentation for all such
expenses in accordance with The Eerie Parlor’ policies and procedures.
(c) Tax Matters. The Eerie Parlor and Contractor agree that Contractor shall be treated as an
independent Contractor, and not as an employee of The Eerie Parlor, with respect to the
Services performed hereunder. All fees payable to 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 Eerie Parlor reasonably
determines that any such withholdings, deductions, or offsets are required by applicable law.
Contractor hereby covenants and agrees that
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 Eerie Parlor
hereunder, and agrees to indemnify and hold The Eerie Parlor 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 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 Contractor is not an independent
Contractor with respect to the services performed hereunder.

3. TERM
(a) Term. The Engagement shall be for a period commencing on
_________________________ and ending on ____________________, renewable, unless
terminated in accordance with Section 3(b).
(i) Termination. The Engagement may be terminated by: (i) the mutual, written consent
of The Eerie Parlor and 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 Eerie Parlor shall
(i) pay to 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 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 Contractor, alone or jointly, while operating on
The Eerie Parlor 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 Eerie Parlor, 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 Contractor’s existing products shall not constitute
Work hereunder. Contractor agrees to disclose promptly in writing to The Eerie Parlor all
inventions created, conceived, developed or reduced to practice by Contractor, while Contractor
is operating on The Eerie Parlor 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. 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 Eerie Parlor 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. Contractor assigns and transfers to The Eerie Parlor, effective as of
the date of its creation, any and all rights, title and interest 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 Eerie Parlor 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 Eerie Parlor may in its sole discretion
determine. Contractor hereby irrevocably waives and assigns The Eerie Parlor any and all so-
called moral rights or “droit moral” Contractor may have in or with respect to any Work.
Notwithstanding the foregoing, nothing contained herein will require The Eerie Parlor to exercise
or exploit any of The Eerie Parlor rights in or to the Work.

(iv) Contractor’s Use of Work. Contractor shall not at any time without The Eerie
Parlor prior written consent, except as required in the performance of Contractor’s
responsibilities on behalf of The Eerie Parlor, (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 Eerie Parlor request, Contractor shall, at The
Eerie Parlor expense, promptly execute and deliver to The Eerie Parlor 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 Eerie Parlor ownership of all Work. Contractor hereby
irrevocably appoints The Eerie Parlor as Contractor’s attorney-in-fact with full power to execute,
acknowledge, deliver and record any and all such documents Contractor fails to execute within
five (5) business days after The Eerie Parlor request therefor. This appointment shall be a
power coupled with an interest and is irrevocable.

(c) Proprietary Information.
(i) Contractor agrees to retain in confidence all information relating to The Eerie Parlor,
including, but not limited to, any of The Eerie Parlor 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 Contractor’s obligations to The Eerie Parlor,
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 Contractor and not in violation of this Agreement; or (B) is disclosed
to Contractor by a third party legally entitled to make such disclosure without violation of any
obligation of confidentiality. In the event that Contractor is requested pursuant to, or required by,
applicable law or regulation to disclose any Proprietary Information or any other information
concerning The Eerie Parlor, Contractor shall provide The Eerie Parlor with prompt written
notice of such request or requirement in order to enable The Eerie Parlor (i) to seek an
appropriate protective order or other remedy, (ii) to consult with Contractor with respect to The
Eerie Parlor 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 Eerie Parlor 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 Eerie Parlor. Nothing in this Agreement will be construed to grant
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 Eerie
Parlor.

(ii) Nature of Proprietary Information. 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. Contractor also acknowledges that the interests of The Eerie
Parlor 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 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 Eerie Parlor may elect at any time to terminate further
access to its Proprietary Information. Upon request, Contractor will return to The Eerie Parlor 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, Contractor shall not
encourage or solicit any employee, independent contractor, vendor, or client of The Eerie Parlor
to leave or terminate its relationship with The Eerie Parlor for any reason.

4. REPRESENTATIONS AND WARRANTIES OF CONTRACTOR
Contractor represents and warrants to The Eerie Parlor that (i) 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 Contractor, (iii) Contractor is not a party to any
agreement that would prevent his entering into this Agreement or performing his obligations
hereunder, (iv) Contractor’s performance of this Agreement will not breach any confidentiality or
other agreement, with any former employer or other third party, to which Contractor is bound, (v)
in performing the Services, Contractor shall not make any unauthorized use of any confidential
or proprietary information of any other person or entity, and (vi) 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 Eerie Parlor.
The Eerie Parlor represents and warrants to Contractor that (i) The Eerie Parlor 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 Eerie Parlor, (iii) The Eerie Parlor 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, 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,
Contractor shall reimburse and indemnify The Eerie Parlor and hold The Eerie Parlor harmless
against any and all Damages incurred by The Eerie Parlor in connection with or arising out of (i)
Contractor’s breach of any of 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. NON-DISCLOSURE AGREEMENT
During the Contractor’s engagement, the Contractor may have access to trade secrets or
confidential business information belonging to the The Eerie Parlor (including, but not limited to
“source code”, “graphical assets”, “source repositories”, “technical documentation”,
“development binaries”, “company internet accounts”, etc.). By accepting this appointment, the
Contractor acknowledges that all of this information must be kept strictly confidential, and
should not be used for the Contractor’s own purposes or disclosed to anyone outside the
Company, unless authorised in writing by the The Eerie Parlor. In addition, the Contractor
agrees that, upon termination of the contract (for any reason whatsoever), the Contractor will
immediately return to the The Eerie Parlor, all of its property, equipment, and documents,
including but not limited to electronically stored information. The Contractor agrees to hereby
indefinitely assign ownership of any intellectual property rights and copyrights to The Eerie
Parlor for any and all work that is done as part of the engagement with The Eerie Parlor.

7. INDEPENDENT CONTRACTOR; NO AGENCY
The Eerie Parlor and Contractor agree that Contractor will perform the Services as an
independent Contractor, retaining reasonable control over and responsibility for Contractor’s
own operations. Contractor shall control the time, manner and place of performance of the
Services. Without limiting the foregoing, Contractor acknowledges and agrees that Contractor
shall not have any right to any compensation or benefits that The Eerie Parlor 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 Eerie
Parlor. In addition, Contractor shall not use any sub-Contractors to perform the Services
hereunder and Contractor may not delegate any of his duties hereunder. Contractor will not be
considered an employee or agent of The Eerie Parlor as a result of this Agreement, nor will

Contractor have the authority to contract in the name of or bind The Eerie Parlor based on the
consulting relationship established hereunder.

8. 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 Contractor and The Eerie
Parlor 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 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 Eerie Parlor and 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. This Agreement shall be construed according to the laws of the United
States of America without regard to conflict of laws provisions thereof. The parties hereby
submit to the jurisdiction of the USA and agree that courts in USA have the sole and exclusive
jurisdiction over any and all disputes and causes of action involving such party that arise out of
or relate to this Agreement or its performance. Should either party bring legal action to enforce
its rights under this Agreement, the prevailing party in such action shall be entitled to recover
from the losing party its reasonable attorneys’ fees and costs in addition to any other relief to
which such party is entitled.
(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 Eerie Parlor by:
1. ………………………………………………

Signature
………………………………………….

EXECUTED on behalf of CONTRACTOR by:

1. ………………………………………………

Signature

……………………………………….
[Contractor]

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