WORK FOR HIRE, SERVICE AND MATERIALS AGREEMENT (THE "AGREEMENT")
Project Reference:
Owner And Contracting Entity:
Contact:
Consultant: ("Contractor" or "Vendor")
Contact:
Contract Manager for Owner:
Contact:
Effective Date:
This agreement (the "Agreement") shall memorialize the business arrangement between Owner (as identified above) and Vendor (or Consultant) as also identified above, with respect to services rendered by Vendor to Owner, and all materials created for and/or delivered by Vendor to Owner, including but not limited to, your services and any materials you create for Owner in connection with the above-identified Project Reference.
Scope of Work
To be completed
Changes to Scope of Work
Any change to the scope of work or payment, shall be approved in advance and in writing, by Owner and Vendor.
Compensation
The compensation for this work shall be a LUMP SUM in the amount of ____________________ Included in the above Compensation is payment and reimbursement in full for any and all out-of-pocket costs and expenses incurred by Vendor in connection with this Agreement.
Invoicing and Payment
Owner is responsible for direct payment to Vendor, based upon invoices presented to, reviewed by, and approved by Contract Manager.
Confidentiality
Except as required in connection with the performance of Vendor's services for Owner, Vendor shall not, during or subsequent to rendering services for Owner, use or disclose to any person, firm, partnership or corporation any confidential or proprietary information or trade secrets of Owner (or any of its subsidiaries or affiliates) obtained or learned by Vendor while rendering services for Owner.
Insurance
Vendor will maintain the following insurance coverages for the duration of this Agreement:
1. To the extent required by law, Statutory Workers' Compensation and Employer's Liability Insurance with a limit of not less than One Million Dollars ($1,000,000).
2. Comprehensive General or Commercial Liability Insurance (and/or Excess Umbrella Liability Insurance) written on an occurrence basis with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence available for the Project.
3. To the extent covered by insurance, Vendor waives all right to claim against Owner and/or Contract Manager with respect to any bodily injury, personal injury or losses or damage to real or personal property. Such insurance will apply only to the operations on behalf Owner in the performance of Work at or from the Project. Vendor's compliance with the requirements of this paragraph will not relieve Vendor of any other obligations or requirements contained in this Agreement.
Ownership of Deliverables
Vendor hereby agrees that all material, ideas, creations, improvements, and other works of authorship created, performed, developed, written, or conceived by Vendor in connection with the above-identified Project, at any time during which Vendor is rendering services for Owner ("Materials") are and shall be works-made-for-hire within the scope of Vendor's services for Owner, specially commissioned by Owner for copyright and trademark purposes, and shall be the property of Owner free of any claim whatsoever by Vendor or any person claiming any rights or interests through Vendor.
Without limiting the foregoing, Owner shall have the right to utilize such Materials throughout the universe, in perpetuity, in any and all media known or hereafter devised, without any additional compensation or other consideration of any kind to Vendor or on Vendor's behalf.
In the event that said work-for-hire status is deemed unenforceable for any reason, Vendor hereby grants and agrees to grant to Owner exclusively and perpetually, all now or hereafter existing rights of every kind and character in and to all Materials, upon their creation, to the full extent set forth above.
Vendor warrants and represents that, except as based on materials Owner provides Vendor, or those in the public domain, the Materials used and/or created by Vendor shall not be known to you to violate any third party's rights.
Independent Contractor
It is the express intention of the parties that Vendor is an independent contractor and not an employee, agent, joint venturer or partner of Owner. Further, both parties acknowledge that Vendor is not an Owner’s employee for state or federal tax purposes, and, accordingly, is responsible for paying all required state and federal taxes.
Termination
Owner may for its convenience and at any time, elect to terminate the performance of further Work or any portion of the Work under this Agreement upon written notice of its election to terminate Vendor. Should Owner elect to terminate under this paragraph, it will pay all sums to Vendor through the effective date of the termination. Upon such termination, concurrent with final payment by Owner to Vendor, all Work in progress shall be provided to Owner.
Indemnification
Vendor hereby agrees to indemnify, defend, and hold Owner harmless from and against any and all loss, damage, liability, cost and expense, including reasonable attorney's fees, incurred by Owner as a result of, arising out of or in connection with a violation of any term or condition of this Agreement required to be performed or observed by Vendor, or arising out of Vendor’s negligent acts, errors, omissions, or willful misconduct of Vendor or its subcontractors.
Warranty
Vendor warrants that the Work and all parts of the Work provided to Owner under this Agreement will be free from defects in workmanship or materials, will confirm to the requirements of this Agreement, and will be fit for the purpose expressed in the Scope of Work, and will continue in service, operation, performance or use, without repairs, replacement or other expenditures on account of the presence of defects, for so long as such part could reasonably be expected to continue in service, operation or use (the "Warranties"). Unless modified elsewhere in this Agreement, all defects appearing within one (1) year from the date of Owner's final acceptance of the Work (the "Warranty Period") will be presumed to have been caused by faulty materials or faulty workmanship, and Vendor shall have the burden of proof to negate the presumption. During the Warranty Period, Vendor will have an obligation to repair, replace, redesign, remanufacture and/or retrofit the defective item and provide the necessary labor to do so at no cost to Owner.
Inaccuracies
Vendor will call to Owner's attention any facts or circumstances which Vendor is aware of, becomes aware of, or should reasonably be aware of, in the performance of its obligations under this Agreement, which indicate that any written instructions, diagrams or other material that Owner or others designated by Owner supply to Vendor are unsuitable or inaccurate for the purposes for which the material is intended.
No Interference
Vendor agrees to plan and execute its work in a manner not to interfere with the normal operations of Owner's facilities or any concurrent project.
No Conflicts
Vendor represents that neither the commencement of the Work nor the completion of the Work will conflict with any contractual commitments on Vendor's part to any third-party, or will violate or interfere with any rights of any party, or will violate any law, statute, ordinance, judgement or decree applicable to Vendor.
Severability
If a court of competent jurisdiction holds any of the provisions of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or any portion of them, will remain unaffected.
Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
Entire Agreement
This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties and supersedes all prior and contemporaneous understandings or agreements between them.
By signing where indicated below, Owner and Vendor agree as of the date indicated on page one of this document to be bound by the terms and conditions of this Agreement.
ACCEPTED AND APPROVED:
__________________ "Owner":
By:
Name:
Title:
Date:
___________________ "Contractor or Vendor::
By:
Name:
Title:
Date:
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Stonecreek Partners Resource pages are provided freely and without limitation for personal, private, non-commercial use, and may be linked to as a source page. All resource page information is based on 30 years of practitioner's experience of Stonecreek Partners' principals, in the retail, entertainment, hotel, residential, and commercial real estate industries.
