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 mailed to the address below. Company agrees to pay Contractor no later than fourteen (14) business days following the service of the Contractor.
Contractor shall be responsible for all expenses incurred while performing services under this Agreement.
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. INTELLECTUAL PROPERTY RIGHTS
The Company shall not make claim to any new intellectual property created by Contractor and client during the scope of work performed within this Agreement.
Contractor agrees to hold client’s 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.
9. LIMITED LICENSE
Contractor grants Company a limited license for five (5) years to use photographs, videos, recordings, or any other record of the Program activities or services discussed herein on its website and social networking sites solely for advertising purposes.
10. TERMINATION OF SERVICES
This Agreement may be terminated:
A. Without cause, by thirty (30) days' prior written notice by either party; or
B. With cause, immediately upon material breach of any term of this Agreement by either of the parties after 5 days e-mail notice of breach and 14 days reasonable opportunity to breach has passed.
Contractor shall indemnify and hold Company harmless from any loss or liability arising from performing services or related actions under this Agreement.
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.
13. 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.
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.
15. 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.
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.