This Agreement is made and entered into as of month and date, year (the “Effective Date”) between Name of Company (the “Company”), a corporation existing under the laws of the State of State and having its principal offices at Address and Contractor Name(the “Contractor”) (collectively, the “Parties”).

WHEREAS, the Company requests the Contractor to perform services for it and may request the Contractor to perform other services in the future; and

WHEREAS, the Company and the Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed,

WHEREAS, the Contractor affirms that he or she understands all of the provisions contained in this Agreement, and in the case that he or she requires clarification as to one or more of the provisions contained herein, he or she has requested clarification or otherwise sought legal guidance.

Company and Contractor acknowledge and understand that the relationship between the Contractor, Company, and Company's clients is that of company and Independent Contractor. Neither the Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of Company and Company’s clients. The Contractor acknowledges and understands that, as an Independent Contractor, Contractor is not entitled to any benefits offered by Company or Company’s clients to their employees, including, but not limited to, unemployment insurance, or health insurance. Contractor further acknowledges that neither Company nor Company’s Clients will withhold income taxes for federal, state or local income tax purposes and that Contractor is responsible for all such taxes and for filing all necessary income and other tax returns as may be required by law. Company shall provide 1099 forms to Contractor for Federal Income Tax purposes.

I. Artist Representations and Warranties

Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Artist makes the following representations and warranties.

The Contractor represents and warrants that he or she is fully authorized and empowered to enter into this Agreement, and that his or her performance of the obligations under this Agreement will not violate any agreement between the Contractor and any other person, firm or organization or any law or governmental regulation.

The Contractor represents and warrants that the Designs and Intellectual Property and any other materials and content produced in connection with the Designs do not infringe on or violate the legal rights of any third-party.

The Contractor represents and warrants that he or she is more than eighteen (18) years of age and not otherwise incapacitated at the time of this Agreement.

The Contractor represents and warrants that the Contractor has complied with all applicable laws in the manufacture, and/or obtaining of, the Designs and Intellectual Property.

II. Performance of Services

Contractor shall have the sole and complete control over the performance of Contractor’s duties under this Agreement so long as such performance is performed to the client’s and Company’s satisfaction. Contractor shall perform all services hereunder in a professional manner that will not reflect discredit or embarrassment upon Company or that will impair the business relationship and goodwill presently existing between Company, its Clients and its employees.

III. Contractor Payments

Contractor shall be paid a pre-agreed rate or flat fee for all work to be performed. Contractor payments shall be made according to a deliverables worksheet to be created and mutually agreed upon at the start of each project.

IV. Confidentiality

Company and the Contractor understand and agree that in connection with the negotiation and performance of this Agreement, each party may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of the other party, including, but not limited to, trade secrets and any other information that the receiving party reasonably should know is confidential (“Confidential Information”). Each party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all Confidential Information of the other party in confidence and will protect the Confidential Information with the same degree of care as each party uses to protect its own Confidential Information of like nature. Notwithstanding anything contained herein to the contrary, Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving party or its representatives); (ii) is available to the receiving party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving party without violating its obligations under this Agreement or under any federal or state law. This Section shall supersede any previous agreement relating to confidential treatment and/or non-disclosure of Confidential Information; provided, however, that any information disclosed pursuant to that earlier agreement shall be deemed to be Confidential Information and protected under the terms of this Agreement as if this Agreement had been in place at the time of such disclosures. The Confidential Information will not, without the prior written consent of the other party, be disclosed to any third party, except that the receiving party may disclose the Confidential Information or portions thereof to (a) its directors, officers, employees, agents and representatives on a need-to-know basis, or (b) as may be required by law, applicable regulation or judicial process, provided, however, that if the receiving party is required to disclose such Confidential Information under this Section, the receiving party shall promptly notify the disclosing party of such pending disclosure and consult with the disclosing party prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information. Neither party shall use any Confidential Information received from the other party except as may be necessary in its performance under this Agreement. The parties acknowledge that unauthorized use by a party of the other party’s Confidential Information will diminish the value of such information and that breach of this obligation may cause irreparable harm and entitle the non-breaching party to seek injunctive relief to protect its interest herein, in addition to any other monetary or other remedies it may be entitled to hereunder.

Contractor agrees to not discuss fees or other information the Company has expressed in writing as confidential, directly with the Company’s Clients unless expressed in writing by the Company.

V. Non-Compete

Unless waived by the Company, Contractor shall not for a period of # of year year(s) from his or her last project with a Client, actively solicit to independently perform services for the Company’s Clients for which the Contractor has performed services directly through association with the Company.

VI. Liability

The Company shall not be responsible for any costs incurred by the Contractor in furtherance of this Agreement or otherwise, such as, licensing fees and/or equipment fees. All services under this Agreement shall be performed at the full expense of the Contractor.

EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

VII. Disclaimer of Warranty

THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.

VIII. Indemnification

The Contractor agrees to indemnify, hold harmless, and defend the Company, its officers, directors, successor, assigns, agents and employees, from any and all claims, demands, suits, actions, proceedings, costs, damages, expenses (including reasonable attorneys’ fees and costs), and/or losses of any kind arising out of or resulting from any claims that (a) the Contractor breached any representations and warranties made in this Agreement, (b) the Contractor breached or allegedly breached its confidentiality obligations hereunder, and (c) claims relating to the Contractor’s Intellectual Property, Designs, or any other materials provided by or made available by the Contractor. The Contractor’s obligations are conditioned upon the Company: (i) giving the Contractor written notice of any claim, action, suit and proceeding for which the Company is seeking indemnity; (ii) granting control of the defense and settlement to the Contractor; and (iii) providing, at the Contractor’s expense, reasonable assistance in the defense or settlement thereof. In any event, the Company shall have the right to participate, at its own expense, in the defense or settlement of any claim, action, suit and proceeding that is the subject of an indemnification obligation. If any settlement results in any ongoing liability to, or prejudices or detrimentally impacts Company, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require the Company’s written consent, which consent shall not be unreasonably withheld.

VIV. Intellectual Property

Contractor transfers rights to the Client upon full payment of work performed for the Client. Contractor understands and agrees that any work done for a Client belongs to that Client and agrees to sign any releases required by the Client to this effect after payment is received.

X. Waiver of Rights.

A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

XI. Duration, Scope and Severability

This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely (the “Term”), or until terminated pursuant to this Section 10 of the Agreement.

The Company may terminate this Agreement for any reason upon # of days days written notice to the Contractor. Either party may terminate this Agreement for cause immediately upon notice to the breaching party.

This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

This Agreement may be amended only by written agreement duly executed by an authorized representative of each party.

If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

No modifications to this Agreement shall be binding upon the Company without the express written consent of the Company.

This Agreement shall not be assigned by either party without the express consent of the other party.

XII. Mediation

If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree, in good faith, as a condition precedent to litigation, to try to settle the dispute through participation in private mediation before resorting to litigation. If a dispute is mediated, the parties shall split the mediation fees equally but shall be responsible for any of their individual costs and for fees of counsel that might be retained by either of them. Should either party incur legal expenses as a result of the breach of this provision by the other party, such party shall be entitled to recover from the other party the legal fees and costs incurred.

XIII. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of State without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement shall only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of State. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF STATE.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this agreement as of the Effective Date.