Revision LLC and Subcontractor desire to enter into this Agreement to provide for each party’s responsibilities with respect to the creative services more fully described on Exhibit A, attached hereto and incorporated herein by this reference (the “Services”).
In consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Scope of Services. Subcontractor shall provide to the Revision LLC the Services described on Exhibit A to this Agreement, including, without limitation, the creation, development and delivery of the photographic, video production services, graphic, pictorial and other means of creative expression and about Revision LLC (collectively, the “Work Product”). Revision LLC shall establish the goals to be achieved by the Services but not the details nor means by which such goals are accomplished.
2. Compensation. Assuming satisfactory performance of the Subcontractor’s obligations under this Agreement, Revision LLC shall pay to Subcontractor the amount(s) set forth in Exhibit A within thirty-five (30) days of completion of the Services or the submission of the invoice of Subcontractor, if applicable, and (in either case) less all applicable taxes. Subcontractor expressly assumes all tax and insurance liabilities associated with the compensation paid pursuant to this Agreement. Payment will be made by an Revision LLC check payable to Subcontractor or in such other form as Revision LLC may require. Any such statement or invoice shall be submitted in such form and manner as Revision LLC shall direct. Neither Revision LLC nor the Client is responsible for paying taxes on income earned from work performed by the Subcontractor and that the Subcontractor is solely responsible for claiming, filing and paying all state, local and federal taxes.
3. Term and Termination. This Agreement shall begin as of the date hereof and end on on the ___ day of __________, 20__. In the event of an uncured material breach, Revision LLC may terminate this Agreement upon ten (10) days notice thereof to Subcontractor. The Services shall continue during the ten (10) day notice period unless Subcontractor and Revision LLC agree in writing to end any specific tasks sooner.
4. Status; Subcontractors. The status of Subcontractor shall be that of an independent contractor and not that of any employee, agent or other partner of Revision LLC. Subcontractor shall have no power or authority to act on behalf of Revision LLC or in its name or to bind Revision LLC, either directly or indirectly, in any manner nor shall Subcontractor make any representation otherwise to any person. Subcontractor is retained solely for the purpose of providing the Services to Revision LLC. Subcontractor shall be free to accomplish the Services for which Subcontractor has been retained in such manner as Subcontractor may determine. Subcontractor may engage third parties (collectively, “Subcontractors”) solely by written agreement to assist Subcontractor in the performance of the Services. The written agreement between Subcontractor and Subcontractor shall contain only provisions that are consistent with the obligations and performance of Subcontractor under this Agreement and shall in no way vary the terms of this Agreement. Notwithstanding any provision in this Agreement to the contrary, Subcontractor shall at all times remain fully responsible to Revision LLC for the acts and omissions of all Subcontractors, including without limitation, the performance of the Services in accordance with the terms and conditions of this Agreement by any and all Subcontractors.
5. Confidential Information. Except as otherwise expressly stated in Section 7 hereof, Subcontractor shall not access, use or disclose and shall hold in strict confidence any and all information and/or images of Revision LLC, its employees, students, faculty, staff and guests obtained and/or taken by Subcontractor during the term of this Agreement (collectively, “Confidential Information”) except in strict performance of the Services. Subcontractor shall protect and safeguard from and against unauthorized access, use or disclosure of Confidential Information in the same manner that Subcontractor protects the confidentiality of Subcontractor’s own proprietary and confidential information of like kind (but in no event using less than reasonable care). Subcontractor shall reasonably comply with any request by Revision LLC regarding any display of Confidential Information, including but not limited to requests to cease and/or remove the display of Confidential Information.
6. Intellectual Property. Except as expressly stated in Section 7 hereof, all materials, including the Work Product, developed by Subcontractor for Revision LLC are owned exclusively by Revision LLC and are deemed to have been specially ordered or commissioned by Revision LLC from Subcontractor as “work for hire.” Notwithstanding the foregoing, Subcontractor hereby transfers and assigns to Revision LLC all rights, title and interest in and to the Work Product and Services. Subcontractor will execute any and all documents necessary to effectuate such assignment and transfer to Revision LLC all intellectual property and other rights in the Work Product and any other materials and information created for Revision LLC pursuant to this Agreement. Subcontractor agrees to not present any Work Product created for Revision LLC on their own website.
7. Subcontractor’s License. Revision LLC hereby grants and Subcontractor accepts a non-exclusive, revocable, limited license to use and display the Work Product solely in the professional portfolio of Subcontractor for the reasonable promotion of Subcontractor’s business, provided, however, the use and display of the Work Product by Subcontractor shall remain subject to the prior written consent of Revision LLC.
8. Conflict of Interest and Commitment. During the term of this Agreement, Subcontractor shall avoid any conflict of interest, including but not limited to, any situations in which financial or other personal considerations directly or significantly affect, or have the appearance of directly or significantly affecting the professional duties and/or obligations of Subcontractor under this Agreement.
9. Compliance with Laws; Release; Indemnification; Insurance. Subcontractor shall comply with all applicable federal, state and local laws within the United States, including without limitation federal privacy laws relating to students and applicable to Revision LLC, in connection with the performance of the obligations of Subcontractor under this Agreement. Subcontractor shall obtain all releases and permissions to use the personal likeness and/or image of all students, employees, guests, visitors and the like for any and all purposes other than providing the Work Product to Revision LLC. Subcontractor hereby releases Revision LLC from any and all claims and other liabilities, other than a breach of this Agreement, in connection with this Agreement. Subcontractor shall defend, indemnify and hold harmless Revision LLC from and against any and all claims (including without limitation claims of defamation, invasion of privacy and infringement), costs, liabilities, expenses, and/or losses, whether asserted, incurred or paid, as a result of Subcontractor’s breach, willful misconduct and/or negligent performance of its obligations under this Agreement. Subcontractor shall carry adequate general liability and other insurance with such coverage and in the amounts generally carried by persons engaged in the same or a similar kind of business similarly situated unless, in any case, other types of insurance or higher amounts are reasonably required by Revision LLC. Upon request, Subcontractor shall provide evidence of the same in a form and substance reasonably satisfactory to the Revision LLC.
10. Warranties. Subcontractor represents and warrants that Subcontractor has the right and authority to enter into this Agreement and that the Work Product is original, is not copied from any other work, does not infringe on the rights of any third party, and is free and clear from any similar claim by any third party. Subcontractor represents and warrants that Subcontractor possesses the requisite experience and expertise to perform the obligations of Subcontractor under this Agreement in accordance with the highest professional standards. In the event that Subcontractor becomes incapacitated or is otherwise unable to perform hereunder, Revision LLC may, in its sole discretion, terminate or suspend this Agreement and/or take any other steps it deems appropriate.
11. Notices. All notices, demands and other communications required or permitted hereunder or in connection herewith shall be in writing and delivered in person or sent electronically, by facsimile, nationally recognized overnight courier or registered or certified mail (return receipt requested and postage prepaid) to the applicable party at its address or facsimile number set forth below or at such other address or facsimile number as any party hereto may designate as its address or facsimile number for communications under this Agreement by notice so given. Such communications shall be deemed effective on the (i) day on which delivered or sent if delivered in person, electronically (with confirmatory response electronically sent), or by facsimile (with answered back confirmation received); (ii) first (1st) business day after the day on which sent, if sent by a nationally recognized overnight courier; or (iii) third (3rd) business day after the day on which mailed, if sent by registered or certified
12. Miscellaneous. This Agreement and the exhibits attached hereto in this Agreement set forth the entire understanding between the parties hereto regarding the subject matter hereof and may not be amended except by an instrument in writing signed by both parties. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Agreement. In the event of any conflict or inconsistency between any document, exhibit or attachment hereto and this Agreement, the terms hereof shall govern and control. Neither the failure nor delay by either party to exercise any right, remedy, power or privilege under this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right remedy, power or privilege, nor shall any waiver with respect to any occurrence be construed as a waiver with respect to any other occurrence. No waiver of any right, remedy, power or privilege under this Agreement will be effective unless in writing signed by the party to be charges thereby. Sections 4, 5, 6, 7, 9, and 12 shall survive any termination or expiration of this Agreement.
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