4. COMPENSATION
In consideration of the foregoing agreements to be kept and performed by the Contractor, Company agrees to pay Contractor.
Contractor shall be paid after Contractor submits an invoice to Company unless other written and mutually agreed upon arrangements have been made. The invoice shall include the following: an invoice number, the dates covered by the invoice, and a summary of the work performed.
Company shall not provide for a drawing account or advances.
Contractor will receive pay by direct deposit (ACH) delivered to the bank account listed below or by check either mailed to the address below or handed to the Contractor directly. Company agrees to pay Contractor no later than fourteen (14) business days following the service of the Contractor.
5. EXPENSES
Contractor shall be responsible for all expenses incurred while performing services under this Agreement.
OR
Company shall reimburse Contractor for written and mutually agreed upon expenses that are attributable directly to work performed under this Agreement. Contractor shall submit an itemized statement of Contractor's expenses. Company shall pay Contractor within fourteen (14) days following the submission of an invoice for the services.
6. CODE OF CONDUCT
Contractor agrees to abide by the code of conduct in Exhibit A, which is attached to this Agreement.
7. NON-SOLICITATION
Contractor agrees to not solicit or engage Company client(s) in services during the term of this agreement without written consent of the Company. Any contractual relationship between Contractor and client within three (3) years of the termination of this agreement will entitle Company to 20% of the net proceeds from services provided by Contractor. Contractor agrees to allow Company to audit Contractor’s financial records including bank statements and tax returns in this case.
8. INTELLECTUAL PROPERTY RIGHTS
Contractor shall render all services hereunder as an “works-made-for-hire” of Company and all work hereunder shall be deemed “works-made-for-hire,” owned by Company as their respective interests apply, exclusively and in perpetuity, free from any claim by Contractor, and Company or its assignees shall be deemed the owner thereof as defined in the Copyright Act of 1976 as same may be amended. If under any applicable law, the fact that Contractor's services are works made for hire is not effective to place ownership and all rights therein in the Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Contractor under such applicable law, Contractor hereby agrees to assign and transfer to Company any and all right, title and interest Contractor may have in and to Contractor's work hereunder, and any and all rights therein throughout the universe in any and all media now known or hereafter developed.
9. CONFIDENTIALITY
Contractor agrees to hold Company's or Company's clients intellectual property in strictest confidence and to not publicize any existing unreleased works or newly created works unless written and mutually agreed upon agreements have been made.
10. MEDIA
Contractor grants Company permission to use Contractor's image and work (including but not limited to photographs and/or video) for use in any and all formats. Contractor hereby waives any right to inspect or approve the finished media that may be used in conjunction with them now or in the future, whether that use is known or unknown. Contractor waives any right to royalties or other compensation arising from or related to the use of the image.
11. TERMINATION OF SERVICES
This Agreement may be terminated:
A. Without cause, by thirty (30) days' prior written notice by either party; or
B. Company shall be entitled to terminate this Agreement for any of the following events:
if Contractor fails, refuses or neglects to perform the duties outlined herein or is otherwise in breach of any material undertaking, warranty or obligation in this Agreement and fails to remedy such within forty-eight (48) hours’ notice from Company about such, Company shall have the right to terminate this Agreement immediately and neither party will have any further obligation to the other. The above notwithstanding, in instances where a breach is not capable of remedy or Contractor breaches this Agreement on a second or subsequent occasion no such period of grace shall apply and Company shall have the right to terminate Contractor immediately and neither party will have any further obligation to the other.
12. INDEMNIFICATION
Contractor shall indemnify and hold Company harmless from any loss or liability arising from performing services or related actions under this Agreement.
13. WARRANTY
The parties warrant each to the other to conduct their duties and obligations hereof in good faith and with due diligence and to employ all reasonable endeavors to fully comply with and conduct the terms and conditions of this Agreement. The Contractor represents and warrants that the Contractor is not a party to any other Agreement which restriction could interfere with the Contractor's performance of the Contractor's duties hereunder and will not breach the provisions of any contract, agreement or understanding to which the Contractor is party or any duty owed by the Contractor to any other person or entity.
14. QUALITY OF SERVICE
Contractor shall perform its services with care, skill, and diligence, in accordance with the applicable professional standards currently recognized by such profession, and shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all content, information, specifications, and/or other items and services furnished under this Agreement.
15. ARBITRATION
A controversy or claim arising out of or relating to this Agreement, or the breach thereof, may be settled by arbitration in accordance with American Arbitration Association Rules, at the option of the party making a claim. The prevailing party may enter a judgment on the award of the arbitrators in any court having jurisdiction thereof.
16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Arbitration hearings shall take place in Harris County, Texas and shall have exclusive venue and jurisdiction for the purpose of adjudicating all disputes that may arise under this Agreement. Local laws, of Harris County shall apply to this Agreement.
17. MISCELLANEOUS
This Agreement and any attachments are the entire exclusive agreement between Company and the Contractor. Neither party shall assign it without written permission. It inures to the benefit of the successors and assign of the parties. The parties make no express or implied representations, warranties, promises or guarantees about this Agreement, except as it expressly provides. In the Agreement, the masculine includes the feminine and the singular the plural.