Move Mountains Co. LLC Independent Photographer
Contractor Agreement
This Service Agreement is effective as of {date}, by and between Move Mountains Co. d/b/a Move Mountains Co. LLC, of 560 Mineral Spring Ave Unit 2-111 Pawtucket, RI 02860 (hereinafter, “Studio”) and the below named parties (hereinafter, “Contractor”).
Whereas, the Studio is a provider of wedding photography services; and the Contractor provides such photographic services on behalf of the Studio (in accordance with the terms below). The Contractor agrees to provide such services to the Studio in accordance with the terms and conditions of this Agreement.
Now, therefore, in consideration of the mutual covenants, agreements, and obligations hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
Definitions
Identity of Studio.
The Studio is defined as followed:
Name: Move Mountains Co, LLC d/b/a Move Mountains Co.
Address/Principal Place of Business: 560 Mineral Spring Ave Unit 2111 Pawtucket RI
Contact Number: 401-616-4500
Contact Email: info@movemountains.co
Identity of Independent Contractor.
The Independent Contractor is identified as follows:
Name: {name}
Address: {address}
Telephone Number: {phoneNumber}
Email: {email}
Identity of Client.
The Client is identified as follows:
Any and all persons or businesses with which the Studio has contracted to perform photography or any other services or has been in communications with the Studio regarding potential contracted services.
Photography Job.
The Photography Job is defined as the request by the Studio for the Independent Contractor to perform professional photography services as a wedding, event and/or portrait photographer in accordance with the terms of this Agreement.
Terms of Agreement
1. SERVICES AND COMPENSATION
A. Scope of Services to be Performed. The Independent Contractor agrees to work for the Studio as a work-for-hire independent contractor providing photography services on an as needed basis. The Studio and the Independent Contractor agree that the Independent Contractor will perform work in accordance with the terms of this Agreement as follows:
(1) the Independent Contractor will perform professional Photography services as a wedding, event and/or portrait photographer. These services include but are not limited to:
(a) physically being on-site to shoot Photography Job;
(b) providing RAW files of completed jobs to Studio at the end of each event;
(c) communicate and/or meet with potential and existing Clients before Photography Job; and
(d) do any and all such work that is required to successfully complete the Photography Job. The work will occur at specified wedding sites/locations and other off-site locations appropriate for off-site photography sessions; and
(2) Independent Contractor acknowledges that the Studio does not guarantee any minimum amount of Photography Jobs or work for Independent Contractor. The Independent Contractor will be notified of photography Jobs on a case by case basis only. The Studio is under no obligation to guarantee any minimum number of contracts or hours.
B. Description of Services. Independent Contractor agrees to perform the following services (herein “Services”): Independent Contractor shall provide photography Services as a subcontractor for the events (herein “Events”) of the Studio’s Clients. As requested by Studio and agreed to by Independent Contractor, Independent Contractor will capture high-quality images in a professional manner in keeping with industry standards.
Studio shall provide Independent Contractor with the requested dates for Independent Contractor's Services and the Independent Contractor may be required to sign an additional agreement for each event date. Independent Contractor shall inform Studio in writing (including email and/or messages) if [he/she] will commit to performing the Services as a subcontractor for each requested Event. Upon acceptance in writing (including email and/or message) of each Event by Independent Contractor, Independent Contractor shall be contractually obligated to render the Services for the specific Event(s).
For each Event, Independent Contractor shall:
1. Arrive no later than fifteen (15) minutes prior to the start time of the Event
2. Provide his/her own equipment and supplies
3. Capture images for the scheduled duration of the Event as specified by the Studio
4. Deliver the Event files/images (RAW) to Studio the same evening of Photography Job and/or upload images to Studio's server.
5. Capture high-quality images in a professional manner in keeping with industry standards and Move Mountains Co. specific standards, style and shot list.
6. Submit an Intake Form for each event detailing file counts and any pertinent information the studio may need.
Should Independent Contractor perform the photography Services on the day of the Event but fail to deliver the images to Studio for any reason (including, but not limited to, the loss of digital files or other media or the failure of Independent Contractor's equipment) or should the images be of a poor quality not within professional standards, such failure to deliver the images or perform the Services in a professional manner shall constitute a material breach of the terms of this Agreement, subjecting Independent Contractor to monetary damages as a result of the breach, including but not limited to, full or partial waiver of Independent Contractor's fee for that Event, in addition to reimbursement to Studio of any sums that Studio must refund to the Client as a result of Independent Contractor's acts or omissions and/or the costs incurred by Studio to remedy the situation (such as additional editing/color correction or restoration of damaged or deleted files by a third party company).
C. Compensation. Any compensation paid to the Independent Contractor shall be paid once the photography Job is completed, delivered, inspected and approved by Studio. Independent Contractor will be paid at an agreed upon rate after the Event is complete. Independent Contractor is required to submit an invoice to the Studio within fourteen (14) days of the event. Studio shall pay Independent Contractor within thirty days of delivery of images and invoice to Studio.
Independent Contractor and Studio acknowledge that the compensation earned by Independent Contractor is comparable to that which is typically paid in the marketplace for such work, is fair and adequate compensation for such work, and the percentage of earnings is based, in part, upon Studio paying all expenses associated with the photography and portrait sessions including marketing, advertisements, professional fees, networking, digital storage, gallery services, web expenses, client management systems, office management and assistance, software and applications, post-processing costs, and other expenses that the Studio deems necessary to accomplish its work.
Travel Rates: The Studio may automatically calculate travel rates to cover and reimburse for parking, tolls, and travel expenses based on the distance from the Studio’s location. If Independent Contractor is traveling to an event with another Independent Contractor, it is kindly suggested that the two Independent Contractors discuss compensating the driver a portion of their travel rate for driving and gas. Although this is not required, it is the Independent Contractor’s responsibility to organize travel and communicate with each other if necessary. The Independent Contractor shall supply, at his or her own expense, transportation to wedding and portrait locations, unless otherwise discussed and agreed upon. For destination weddings and events, all travel fees will be covered and discussed ahead of time.
Meetings, Team-Building and Educational Opportunities: There is no additional pay for studio meetings, team-building, or educational opportunities.
Additional Expenses/Reimbursements: Independent Contractor may submit any travel receipts for reimbursement, as long as such expenses have been approved by the Studio prior to incurring. Studio reserves the right to deny reimbursement if the expenses exceed a reasonable amount.
D. Cancellation of Agreed Upon Date(s). Failure by Independent Contractor to perform the Services for a specific Event shall constitute a material breach of the terms of this Agreement, subjecting Independent Contractor to monetary damages as a result of the breach, including but not limited to, waiver of Independent Contractor's fee for that Event, in addition to reimbursement to Studio of any sums that Studio must refund to the Client as a result of Independent Contractor's failure to provide the agreed-upon Services.
Independent Contractor recognizes the importance of honoring commitments in a business and industry that revolves around promising availability to Clients and receiving a retainer based on such communications. Financial and reputation consequences are at stake for both the Independent Contractor and the Studio, and the Independent Contractor agrees to honor commitments to their utmost ability for this reason.
Should Independent Contractor, for any reason (aside from acts of God or severe illness), not attend the committed Event, Independent Contractor agrees to pay a penalty fee of five hundred dollars ($500) per occurrence, which will be used for finding a replacement photographer, as well as any travel fees associated for the replacement photographer. Because the industry revolves around securing dates well in advance, finding a suitable replacement photographer (at the discretion of the Studio) may be difficult and may require additional funds not accounted for, which may be covered by the penalty fee and travel fees.
Independent Contractor shall not assign, sub-contract, substitute, or hire any third party to take the place of Independent Contractor in performance of this Agreement. In the event of unavailability, re-assignability of an event to another Independent Contractor must be agreed upon by the Studio. In the event of an unusual circumstance or request for re-assignment of the date to another Independent Contractor, notice must be given to the Studio at least six (6) months in advance for weddings and events, and eight (8) weeks for portrait sessions, and may be denied if a suitable replacement cannot be found, at the discretion of the Studio.
The Studio will not be financially responsible in any way to the Independent Contractor for any Client cancellations of Event(s) for any reason. The Studio has a “Zero Tolerance” policy for not fulfilling contracted working dates. If the Studio deems necessary due to unreliability, frequent rescheduling, cancellation, tardiness, unprofessionalism, or for any other reason, the Studio may cancel the remaining contracted dates without compensation, with the Independent Contractor.
2. Photography JOB SPECIFICS
A. Behavior Policy. Because of Studio’s desire to maintain an impeccable reputation, Independent Contractor agrees to comply with the following policy:
Independent Contractor shall wear professional attire, no athletic shoes, and attire shall not show any cleavage, midriff/stomach or buttocks.
Independent Contractor shall not consume alcohol, never use profanity, and always treat others with respect.
Independent Contractor shall arrive at least 15 minutes early for the scheduled event start time and be available for the scheduled amount of hours.
Independent Contractor acknowledges that his/her failure to follow the rules as set out above may jeopardize Studio’s reputation and/or business relations with Clients, which will likely cause a financial loss for Studio. In the event of such a loss, Independent Contractor acknowledges that he/ she will be liable for any financial loss that results from his/her violation of Studio’s policy.
B. RAW File Retention. Independent Contractor is required to properly store all RAW files from Events for at least one (1) year. RAW files should be properly backed up and stored on professional hard drives within industry standards.
C. Equipment and Business Insurance. Independent Contractors shall provide their own equipment, and he/she shall be responsible for insuring such equipment. Studio shall not be responsible for any damage. A full frame camera body and prime lens is required. Memory cards must be reformatted prior to photographing the event. Independent Contractor is required to shoot in RAW format, writing to two, dual memory cards as a back-up precaution, and should immediately download and back up their files to two hard drives. Independent Contractor should always bring back up equipment with them to jobs in case of equipment failure.
Independent Contractor recognizes the importance of keeping gear clean and up to date. If lenses begin to vignette or shutters begin to reach a high shutter count, Independent Contractor agrees to keep with industry standards and replace or retire any necessary equipment. It is recommended that Independent Contractor has their equipment professionally serviced and cleaned at least once a year.
In the event that you end up using Move Mountains Co. LLC’s equipment for any reason during the course of providing Services, Independent Contractor agrees to treat all other equipment with due care, including to never leave the photography equipment unattended, especially out of sight or in an area where it may be damaged or stolen. Any equipment that is damaged or stolen as a result of negligence or fault of the Independent Contractor, or by the fault of another party while such equipment is under the control of the Independent Contractor, may be required to be replaced or repaired. The Independent Contractor shall be required to pay within seven (7) days after receiving notice from Studio. If this Agreement is terminated for any reason, Independent Contractor shall immediately return to Studio any and all equipment owned by Studio in Independent Contractor’s possession.
The Independent Contractor is responsible for their own business liability and equipment insurance.
D. Communications with Client. Independent Contractors are responsible for promptly keeping up with and responding to all communications with Client(s). Client communications will solely be conducted through their official Move Mountains Co. LLC email address if they are given one by the Studio. Independent Contractors should not engage in social media interactions with any Clients of Move Mountains Co. LLC.
3. RIGHTS
Copyright. Independent Contractor acknowledges and agrees that all photographs, negatives, film and filmless images and any other product produced by Independent Contractor or arising from the Independent Contractor’s work under this Agreement (“Work Product”) are the property of the Studio. The Studio has a copyright on/to such Work Product and the Studio may possess, distribute or otherwise use such Work Product in any manner. All photo rights belong to the Studio.
Non-Use of Images. Independent Contractor agrees that he/she shall not blog, post, or in any other way publish the images taken during Event(s) on any online location without express written consent from Studio. If Studio gives written consent to post images, Independent Contractor must clearly and plainly state that he/she photographed the event on behalf Studio, and also provide a link to Studio’s website. The images cannot be used sold, shared, or used in any other capacity on the Independent Contractor’s website or in any advertisement whether social media, print, online, television or any other publication.
Confidentiality.
(1) Contractor Information. The Studio will make available to the Independent Contractor certain Confidential Information of the Studio which will enable him or her to optimize the performance of his or her duties to the Studio. In exchange, the Independent Contractor agrees to use such Confidential Information solely for the Studio’s benefit. Notwithstanding the preceding sentence, the Independent Contractor agrees that the Studio shall have no obligation to provide or otherwise make available to the Independent Contractor any of its Confidential Information. “Confidential Information” means any Studio proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Studio on whom the Independent Contractor called or with whom her or she became acquainted during the term of the Agreement), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the Independent Contractor by the Studio either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act or omission of the Independent Contractor or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.
(2) Strictest Confidence. The Independent Contractor agrees at all times during the interviewing process, during the term of engagement pursuant to the Agreement with the Studio, if any, and at all times thereafter, to hold in strictest confidence, and not to use, except for the exclusive benefit of the Studio, or to disclose to any person, firm or corporation without written authorization of the Studio, any Confidential Information of the Studio.
(3) Survival of Confidentiality Obligation. The Independent Contractor understands and agrees that while he or she may still be in the interviewing process with the Studio, may not have yet entered into the Agreement with the Studio, and may or may not ultimately enter into the Agreement, the confidentiality obligations of this Paragraph shall survive and remain binding upon the Independent Contractor without regard to whether the Agreement is ever entered into between the Studio and the Independent Contractor.
(4) Significant Value. The Independent Contractor acknowledges that he or she will derive significant value from the Studio’s provision of Confidential Information, including the Studio’s business model, organizational structure, trade secrets and customer and supplier contacts and information. The Independent Contractor further acknowledges that his or her fulfillment of the obligations contained in this Agreement, including, but not limited to, his or her obligation neither to disclose nor to use the Studio’s Confidential Information other than for the Studio’s exclusive benefit is necessary to protect the Studio’s Confidential Information and to preserve the value and goodwill of the Studio.
Non-Disclosure and Non-Competition. Independent Contractor agrees to refrain from disclosing any company assets or trade secrets, including but not limited to client lists, wedding dates, operation methods, pricing details, contracts and similar verbiage, editing methods, or other confidential information. Independent Contractor agrees to take reasonable security measures to prevent any accidental disclosure of this information.
Independent Contractor agrees to not perform other services or projects which would interfere with deadlines, workflow requirements, or contracted weddings/sessions for either the Independent Contractor’s personal projects or photography studio during the term of this Agreement.
Additionally, Independent Contractor agrees to not solicit or promote their own wedding photography services, or accept employment by, or render professional services to, any person or organization that is or has been our client during the term of this Agreement and for the reasonable period of five (5) years thereafter. Independent Contract may not pass out their personal information or any other business information during Events, to guests at Events, or to any previous or current Clients of Magdalena Studios. Any bookings or income received from a Client that came into contact with Independent Contractor through Move Mountains Co. LLC must be processed directly by Move Mountains Co. LLC’s accounting.
Independent Contractor agrees to pay to Studio liquidated damages of $7,000 per occurrence, not as penalty, if any violation of this Non-Disclosure and Non-Competition clause is proved or admitted.
4. TERMINATION AND BREACH
Cause. Studio may also terminate this agreement for cause at any time in the event of any failure of the Independent Contractor to perform or by any breach of this Agreement by Independent Contractor. Such termination for cause shall be effective immediately upon notice to the Independent Contractor. As used herein, “cause” is defined as any demonstration of dishonesty; incompetence or inability to perform duties or neglect of duties; commission of a felony; professional negligence; misconduct, fraud, misrepresentation; any act or failure to act which substantially impairs business, goodwill or reputation of Studio; or any other breach of this Agreement. Any breach of this Agreement by the Independent Contractor does not automatically void this Agreement. Client must provide notice to Independent Contractor as indicated above.
Equitable Remedies. Independent Contractor hereby recognizes that irreparable damage will result to the Studio, and to the business of the Studio, in the event of breach by the Independent Contractor of any of the covenants and assurances contained with in this Agreement. As such, in the event of breach or threatened breach of any of the covenants and assurances contained within this Agreement, the Studio shall be entitled to enjoin and restrain the Independent Contractor from any continued violation of any term of this Agreement. This equitable remedy shall be in addition to (and not supersede) any action for damages the Studio may have for breach of any part of this Agreement. No bond or other security shall be required in obtaining such equitable relief, and the Independent Contractor hereby consents to the issuance of such injunction and to the ordering of specific performance.
Supervision and Inspection. In performance of the work contemplated herein, Independent Contractor shall have the authority to control and direct the performance of detail of the Services (based upon Studio’s agreement with Client) including hours worked and the place of performance of any task, Studio being interested only in the results obtained. However, with respect to due diligence, it is contemplated that the Independent Contractor’s work product must meet with the reasonable satisfaction of the Studio and that Studio has a general right to inspect documentation, photographic work and methods of work procured or produced by Independent Contractor.
Should the Independent Contractor's work be deficient to the point of Client dissatisfaction, the Independent Contractor understands that such work will be financially and professionally damaging to Studio. Independent Contractor agrees and understands that Studio reserves the right to reduce Independent Contractor compensation in such situations to recover lost time and finances because of unsatisfactory work. The amount of compensation will be determined based on the situation and what is necessary to come to proper resolution with the Client.
This Agreement and it’s terms is subject to being updated on an annual basis, upon which the Independent Contractor will be asked to sign a new and up-to-date Agreement at the beginning of each calendar year.
Force Majeure. Each of the following shall be defined as a “Force Majeure Event”: (a) acts of God; (b) casualty or natural disasters (including, without limitation, fire, earthquake, explosions, hurricane, flooding, storms, blizzards, infestations, epidemic, or pandemic); (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, insurrection, or other civil unrest; (d) government order, law, or act (or failure to act); (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, lockouts, labor disputes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) personal incidents such as accident, death in the family, illness, medical or health condition, or sudden tragic circumstances; or (j) any other reason not within the reasonable control of the party delayed in performing (whether similar or dissimilar to the foregoing events).
If either party shall be prevented from performing under this Agreement by reason of a Force Majeure Event, then such non-performing party shall not be in default under or in breach of this Agreement as a result. The non-performing party shall give notice of its inability to perform to the other party within five (5) days after the Force Majeure Event, though performance shall still be excused even if notice isn’t given. The non-performing party shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event, and the non-performing party shall resume the performance of its obligations as soon as reasonably practicable after the end of the Force Majeure Event. The provisions of this Section shall not operate to excuse timely payment under this Agreement.
5. INDEPENDENT CONTRACTOR STATUS
No Employment Contract. Nothing contained in the Agreement shall be construed to indicate that the Independent Contractor, or any of its employees, is a partner, employee or agent of Studio. It is intended that the Independent Contractor shall remain as such and be responsible for its own actions and the actions of its employees.
No Authority to Bind Studio. The Independent Contractor has no authority to enter into any contracts or agreements on behalf of the Studio. Studio shall sign all contracts between Studio and Clients.
Payroll Taxes, Other Taxes and Fees. Studio shall give the Independent Contractor a W9 and 1099 IRS form to complete, and Independent Contractor is hereby notified that Studio shall report all earnings to the appropriate government entities in accordance with federal, state and local laws. Payroll taxes, including federal, state and local taxes, shall not be withheld or paid by the Studio on behalf on of the Independent Contractor or for the employees of the Independent Contractor. The Independent Contractor shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes. The Independent Contractor shall be responsible to pay all taxes as mandated by law and agrees to reimburse, indemnify, defend and hold Studio harmless from and against any and all levies or charges for taxes levied or charge Studio as a result of the performance of services by Independent Contractor or its employees under this Agreement.
The Independent Contractor is responsible for the payment of any and all taxes arising out the performance of the services described herein, including, without limitation, all federal, state and local personal and business income taxes, sales and use taxes, Social Security, insurance, benefits, and all other business taxes and license fees accruing in connection with the Independent Contractor business.
Fringe Benefits. Since Independent Contractor and its employees are not employees of the Studio’s business, they are not eligible for and shall not participate in any employer benefit of the Studio, including pension, health, welfare or other fringe benefits. The contractor shall have no claim against Move Mountains Co. LLC hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
Workers’ Compensation. The Studio shall not obtain workers’ compensation insurance on behalf of the Independent Contractor or any employees of the Independent Contractor. The Independent Contractor should comply with all workers’ compensation laws of any state in which it does business with respect to its employees. Any and all claims for workers’ compensation benefits are hereby expressly waived by the Independent Contractor.
Unemployment Insurance. The Studio shall not pay any state and federal unemployment insurance premiums on behalf of Independent Contractor or its employees. Any and all claims for unemployment benefit are hereby expressly waived by the Independent Contractor.
Declaration by Independent Contractor. The Independent Contractor declares and states that it has complied with all federal, state and local laws regarding business permits and licenses that may be required to carry out the work performed under the Agreement. Studio shall not be held liable for the Independent Contractor’s failure to maintain necessary business permits, insurances and licenses, and if Studio is thus held liable, the Independent Contractor shall indemnify Studio.
6. GENERAL PROVISIONS
No Waiver of Rights. The failure of either party to the Agreement to exercise any of its right under this Agreement at any time does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
Indemnification. Independent Contractor agrees to indemnify, hold harmless and defend Studio from and against any and all claims against Client based in whole or in part on an assertion that an action, omission or representation of Independent Contractor has in some way obligated or bound Studio. The Independent Contractor agrees to indemnify and hold harmless, the Studio, from and all claims by the Independent Contractor, which may arise out of and in the course of the performance of his or her duties hereunder. Independent Contractor acknowledges that Studio is in no way responsible and/or liable for any damages to persons or property created by Independent Contractor during the performance of his or her duties under this Agreement, and if Studio is thus held liable for damages, Independent Contractor agrees to indemnify fully compensate Studio for any monies and/or damages paid to the aggrieved persons or damaged property.
Notices. Any notice given in connection with this Agreement shall be given in writing and delivered by email or mail to the party at that party’s address stated herein. Any party may change its address stated herein by giving notice of the change in the accordance with this paragraph.
No Assignment. The Independent Contractor shall not be allowed to assign the Agreement in whole or in part. Any attempt to assign this Agreement shall be null and void. Independent Contractor shall be responsible for performing the work specified in the Agreement.
Choice of Law. This Agreement shall be governed, construed and interpreted by, through, under and according to the laws of the State of Rhode Island. The Independent Contractor expressly acknowledges and consents that this Agreement was entered into in the United States, Rhode Island, and that the proper venue for any legal action related to this Agreement is in the Superior Courts of the County of United States, Rhode Island.
Mediation. If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
Arbitration. Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural and substantive rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in the United States, Rhode Island, unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.
Attorney Fees. In any action taken to enforce any provision of this Agreement, whether in suit or an arbitration proceeding, the prevailing party shall be entitled to recover expenses of litigation, including reasonable attorney’s fees, as well as any other costs and expenses.
Acknowledgements. Each party acknowledges that he or she has had an adequate opportunity to read and study this Agreement, to consider it, to consult with attorneys if he or she has so desired.
Entire Agreement. This Agreement has been freely negotiated and shall be recognized as the entirety of the agreement between the Independent Contractor and the Studio. This Agreement supersedes all prior agreements, representations and understandings between the parties (whether written or oral) with respect to its subject matter and constitutes (along with the exhibits and schedules attached hereto) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may be supplemented, amended or revised only in writing, which must be signed by both the Independent Contractor and the Studio.
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
Additionally, the failure of either party to the Agreement to exercise any of its rights under this Agreement at any time does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
Commencement. The term of the Agreement will commence upon the execution hereof and continue for the duration of any working relationship between the parties identified above. Any change or further limitation of this time period shall be in writing and signed and agreed upon by both parties. This agreement shall be binding regardless of the amount of work performed by the Independent Contractor.
Facsimile Signature. This Agreement may be executed by a party's signature transmitted by facsimile, and copies of this Agreement executed and delivered by means of facsimile signatures shall have the same force and effect as copies here of executed and delivered with original signatures.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the day and year first above written.