This AGREEMENT (this “Agreement”) is made and entered into as of [insert date] (the “Effective
Date”), by and between [insert the name of your company], (“Company”) whose place of
business is [insert address] and [insert name of the contractor], whose address is at
[insert address] (“Contractor”). Each of Company and Contractor are sometimes referred to
individually as a “Party” or collectively as the “Parties.”

A. The Company deals with creating comic books, and wishes to engage the services of
the Contractor; and
B. Contractor has agreed to provide certain services to Company on the terms set forth in
this Agreement.
Therefore, the Parties agrees as follows:

Company 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. Create Comic Book pages for the company in relation to [insert the name of the comic
book that you need the contractor to create].
b. [insert a description of the services that the Contractor is supposed to provide for you]
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.
(a) Fee. As consideration for the Services, Company shall pay Contractor, a total fee in an
amount equal to [insert amount] directly to the contractor’s account [insert details including
account number of the contractor’s bank]
(b) Business Expenses. Company 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 Company, and (ii) Contractor submits to
Company appropriate supporting documentation for all such expenses in accordance with
Company’ policies and procedures.
(c) Tax Matters. Company and Contractor agree that Contractor shall be treated as an
independent Contractor, and not as an employee of Company, 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 Company 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
Company hereunder, and agrees to indemnify and hold 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 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.

(a) Term. The Engagement shall be for [insert period] period commencing on [insert
commencement date] and ending on [insert end date], renewable, unless terminated in
accordance with Section 3(b).
(i) Termination. The Engagement may be terminated by: (i) the mutual, written consent
of Company 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, Company 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.
(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
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 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 Contractor’s existing products shall not constitute
Work hereunder. Contractor agrees to disclose promptly in writing to Company all inventions
created, conceived, developed or reduced to practice by Contractor, while Contractor is
operating on Company behalf and within the scope of Services listed in Clause 1 above.

(ii) Non-assignable Inventions. Notwithstanding any provision of this Agreement to
the contrary, this Agreement does not apply to Work which qualifies fully as a non-assignable
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) 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. Contractor assigns and transfers to Company, 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
(iii) Use of the Work. 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 Company may in its sole discretion determine.
Contractor hereby irrevocably waives and assigns Company 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 Company to exercise or exploit any of Company
rights in or to the Work.
(iv) Contractor’s Use of Work. Contractor shall not at any time without Company prior
written consent, except as required in the performance of Contractor’s responsibilities on behalf
of 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 Company request, Contractor shall, at Company
expense, promptly execute and deliver to 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 Company ownership of all Work. Contractor hereby irrevocably
appoints Company 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 Company 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 Company, including, but
not limited to, any of 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 Contractor’s obligations to Company, 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 Company, Contractor shall
provide Company with prompt written notice of such request or requirement in order to enable
Company (i) to seek an appropriate protective order or other remedy, (ii) to consult with
Contractor with respect to 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 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 Company. 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 Company.

(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 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 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. Company may elect at any time to terminate further
access to its Proprietary Information. Upon request, Contractor will return to 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, Contractor shall not
encourage or solicit any employee, independent contractor, vendor, or client of Company to
leave or terminate its relationship with Company for any reason.

Contractor represents and warrants to Company 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 Company.
Company represents and warrants to Contractor that (i) 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 Company, (iii) Company is not a party to any
agreement that would prevent it from entering into this Agreement or performing its obligations

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 Company and hold Company harmless against any
and all Damages incurred by Company 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.


Company 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 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 Company. 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 Company as a
result of this Agreement, nor will Contractor have the authority to contract in the name of or bind
Company based on the consulting relationship established hereunder.

(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 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 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 Company 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 State of
Arizona, United States without regard to conflict of laws provisions thereof. The parties hereby
submit to the jurisdiction of the State of Arizona and agree that courts in the State of Arizona
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, and 7 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 COMPANY by:
1. ………………………………………………


EXECUTED on behalf of CONTRACTOR by:

1. ………………………………………………



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