Work For Hire Agreement

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WORK FOR HIRE CONTRACT

This Work for Hire Agreement is entered into ____________________ (the “Effective
Date”), by and between ________________________, with an address of
_____________________________ (the “Client”) and _________________, with an address of
_______________________________, (the “Service Provider”), collectively “the Parties.”

1. Services. Client requests and Service Provider agrees to perform the


following specific Services (the “Services”):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________

2. Compensation. The Parties agree Service Provider will be compensated as


follows:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________

3. Ownership of Work Product. As a result of this Agreement, Service Provider


will create Work Product, including, but not limited to, documents,
presentations, reports and the like, physical and/or electronic. All Work
Product shall be owned by Client. Service Provider does not maintain any
rights to this Work Product and shall turn over all Work Product upon the
termination of this Agreement.

4. Term. This Agreement shall commence upon the Effective Date, as stated
above, and will continue until
____________________________________________________________.

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5. Service Provider Relationship. The Parties agree that Service Provider is
providing the Services under this Agreement and acting as an independent
contractor and not as an employee. This Agreement does not create a
partnership, joint venture, or any other fiduciary relationship between Client
and Service Provider.

6. Confidentiality. During the course of this Agreement, it may be necessary


for Client to share proprietary information, including trade secrets, industry
knowledge, and other confidential information, to Service Provider in order
for Service Provider to complete the Services. Service Provider will not share
any of this proprietary information at any time. Service Provider also will not
use any of this proprietary information for his/her personal benefit at any
time. This section remains in full force and effect even after termination of
the Agreement by it’s natural termination or the early termination by either
party.

7. Termination. This Agreement may be terminated at any time by either Party


upon written notice to the other party. Client will be responsible for payment
of all Services performed up to the date of termination, except for in the case
of Service Provider’s breach of this Agreement, where Service Provider fails
to cure such breach upon reasonable notice.

Upon termination, Service Provider shall return all Client content, materials,
and all Work Product to Client at its earliest convenience, but in no event
beyond thirty (30) days after the date of termination.

8. Representations and Warranties. Both Parties represent that they are fully
authorized to enter into this Agreement. The performance and obligations of
either Party will not violate or infringe upon the rights of any third-party or
violate any other agreement between the Parties, individually, and any other
person, organization, or business or any law or governmental regulation.

9. Indemnity. The Parties each agree to indemnify and hold harmless the other
Party, its respective affiliates, officers, agents, employees, and permitted
successors and assigns against any and all claims, losses, damages, liabilities,
penalties, punitive damages, expenses, reasonable legal fees and costs of
any kind or amount whatsoever, which result from the negligence of or
breach of this Agreement by the indemnifying party, its respective successors
and assigns that occurs in connection with this Agreement. This section

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remains in full force and effect even after termination of the Agreement by
its natural termination or the early termination by either party.

10.Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY


BE LIABILE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES
RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT
LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS,
COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR
THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.

11.Disclaimer of Warranties. Service Provider shall complete the Services for


Client’s purposes and to Client’s specifications. SERVICE PROVIDER DOES NOT
REPRESENT OR WARRANT THAT SUCH SERVICES WILL CREATE ANY
ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE
LIKE. SERVICE PROVIDER HAS NO RESPONSIBILITY TO CLIENT IF THE
DELIVERABLES DO NOT LEAD TO CLIENT’S DESIRED RESULT(S).

12.Severability. In the event any provision of this Agreement is deemed invalid


or unenforceable, in whole or in part, that part shall be severed from the
remainder of the Agreement and all other provisions should continue in full
force and effect as valid and enforceable.

13.Waiver. The failure by either party to exercise any right, power or privilege
under the terms of this Agreement will not be construed as a waiver of any
subsequent or further exercise of that right, power or privilege or the
exercise of any other right, power or privilege.

14.Legal Fees. In the event of a dispute resulting in legal action, the successful
party will be entitled to its legal fees, including, but not limited to its
attorneys’ fees.

15.Legal and Binding Agreement. This Agreement is legal and binding


between the Parties as stated above. This Agreement may be entered into
and is legal and binding both in the United States and throughout Europe.
The Parties each represent that they have the authority to enter into this
Agreement.

16.Governing Law and Jurisdiction. The Parties agree that this Agreement
shall be governed by the State and/or Country in which both Parties do

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business. In the event that the Parties do business in different States and/or
Countries, this Agreement shall be governed by _________ law.

17.Entire Agreement. The Parties acknowledge and agree that this Agreement
represents the entire agreement between the Parties. In the event that the
Parties desire to change, add, or otherwise modify any terms, they shall do
so in writing to be signed by both parties.

The Parties agree to the terms and conditions set forth above as demonstrated by
their signatures as follows:

“CLIENT”

Signed: _____________________________________

By: ________________________________________

Date: _______________________________________

“SERVICE PROVIDER”

Signed: _____________________________________

By: ________________________________________

Date: ______________________________________

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