commonform.org / kemitchell / fairshake / 1e1u2d
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Contents

  1. Work
  2. Payment
    1. Deadline
    2. Errors
    3. Late Payments
    4. Stopping Work
  3. Term
    1. Expiration
    2. Early Termination
    3. Final Bill
    4. Continuing Provisions
  4. Working Relationship
    1. Independence
    2. Personnel
    3. No Benefits
    4. Compliance
    5. Compliance Indemnity
    6. Conflicts
  5. Intellectual Property
    1. Work Made for Hire
      1. Express Agreement to Make "Work Made for Hire"
      2. State Employment Law Exception
    2. Contractor Assigns IP
    3. Further Steps
    4. Company Can Act on Contractor's Behalf
      1. What Company May Do
      2. Legal Intent
    5. Disclosure
    6. Other IP
  6. Guarantees
  7. Disclaimer
  8. Limit on Liability
  9. General Contract Terms
    1. Law
    2. Disputes
    3. Whole Agreement
    4. Assignment
    5. Delegation
    6. Unenforceable Terms
  10. Definitions

Company and Contractor agree:

Work

Contractor will do the work described in each Statement of Work cosigned with Company under this agreement. Company will pay the fees described in the Statement of Work, and reimburse expenses that an executive officer of Company approves in writing, specifically, in advance. Contractor will bill Company for fees and expenses as described in the Statement of Work.

Payment

Deadline

Company will pay each correctly billed amount within of receiving the bill.

Errors

Company will notify Contractor by e-mail of any suspected error in a bill within of receiving the bill. If Company does not notify of an error in that time, Company will pay the billed amount.

Late Payments

Company will pay Contractor interest on late bill payments, compounded monthly. If the law sets a lower maximum rate of late-payment interest, Company will pay that rate instead.

Stopping Work

If Company does not pay a bill on time, Contractor may notify Company by e-mail and stop work until all bills are paid. Stopping work in this way postpones all deadlines under this agreement for as long as work stops. Any recurring fees continue to add up.

Term

Expiration

This agreement will end once have passed since there was any ongoing Statement of Work.

Early Termination

Both Company and Contractor can end this agreement early by notifying the other by e-mail in advance. Company can also end this agreement early under Conflicts.

Final Bill

When this agreement ends, Contractor will stop work and bill Company for work already done.

Continuing Provisions

These sections continue to apply after this agreement ends: Work, Payment, Working Relationship, Further Steps, Company Can Act on Contractor's Behalf, and Limit on Liability.

Working Relationship

Independence

Contractor will decide when, where, and how to work under this agreement, with the discretion of an independent contractor. Contractor will not have any power to enter agreements or take other legal action on Company's behalf.

Personnel

Unless a Statement of Work says otherwise, Contractor may use employee and contractor personnel to do any work under this agreement. Those personnel will be employees and contractors of Contractor, not Company.

No Benefits

Neither Contractor nor any Contractor personnel will receive any employee benefits from Company.

Compliance

Both Company and Contractor will do their respective parts for tax, labor, employment, and immigration law compliance, consistent with their independent-contractor relationship under this agreement.

Compliance Indemnity

Contractor will pay any losses that Company pays or becomes legally responsible to pay, including expenses of defending against any Legal Claim, related to Contractor's failure under Compliance for Contractor or any Contractor personnel. Company will promptly notify Contractor by e-mail whenever it anticipates possible losses that Contractor might have to pay. If Company fails to notify Contractor promptly, Contractor will not pay Company losses that Contractor could have reduced or defended against if Company had notified Contractor promptly.

Conflicts

Contractor will notify Company by e-mail of any other company that Contractor anticipates working with that Company could reasonably see as a direct competitor. In response, Company may end this agreement, effective immediately, by notifying Contractor by e-mail.

Intellectual Property

Work Made for Hire

kemitchell/work-made-for-hire-unless-employment/1e1c

Express Agreement to Make "Work Made for Hire"

Subject to State Employment Law Exception, as far as the law allows, New Intellectual Property will be "work made for hire" under copyright law.

State Employment Law Exception

Express Agreement to Make "Work Made for Hire" does not apply if it would make Contractor an employee for purposes of state employment law that applies to Contractor.

Contractor Assigns IP

On Company's full payment of each bill, Contractor assigns New Intellectual Property related to work under that bill that cannot be "work made for hire" under copyright law to Company. Among the rights assigned are:

ownership of New Intellectual Property

all rights to make Legal Claim for Infringement of New Intellectual Property

all rights to seek legal remedies for Infringement of New Intellectual Property, such as money damages, injunctions, and other "equitable remedies", as well as any other compensation, benefits, or procedural privileges a court might award

all other rights Contractor has in New Intellectual Property

Further Steps

Contractor will do everything necessary to paper assignments in Contractor Assigns IP, make them legally effective, and help Company enforce the rights assigned. Company will notify Contractor by e-mail of any further steps required, provide all necessary documentation, and reimburse Contractor for reasonable out-of-pocket expenses.

Company Can Act on Contractor's Behalf

What Company May Do

Company may take action under Further Steps on Contractor's behalf if Company can't find Contractor, if Contractor isn't capable of doing so, or if Contractor refuses to do so.

Legal Intent

In legal terms of art, Company and Contractor intend What Company May Do to appoint Company as Contractor's "attorney in fact with full right of substitution" to act on Contractor's behalf under Further Steps.

Disclosure

Contractor will promptly disclose New Intellectual Property created under this agreement to the Company in writing, as it is created.

Other IP

Contractor licenses Company to do everything that would otherwise infringe Intellectual Property Rights that Contractor can license, other than New Intellectual Property, that Contractor uses or builds on during work under this agreement. The license continues forever, cannot be revoked, imposes no royalty or other charge, and allows Company to sublicense.

Guarantees

Contractor guarantees that:

Contractor will not breach any agreement with anyone else by entering into this agreement or doing work under it.

Contractor will be qualified to do all the work under each Statement of Work, and will have any necessary permits and licenses.

Contractor is not currently working with, or planning to work with, any other company that Company could reasonably see as a direct competitor.

Contractor will not knowingly infringe Intellectual Property Rights in work under this agreement.

Contractor will not knowingly use or build on Intellectual Property Rights that Contractor cannot license to Company under Other IP during work under this agreement.

Contractor has all legal rights needed to assign New Intellectual Property.

No New Intellectual Property has been involved in any Legal Claim.

No one has claimed any rights in any New Intellectual Property.

No New Intellectual Property has been assigned or exclusively licensed to anyone else.

No one has any lien on or other right to any of New Intellectual Property that will interfere with or limit the rights Company receives.

No employer, client, educational institution, or other organization Contractor has been affiliated with has any right to claim ownership of any New Intellectual Property.

Disclaimer

Contractor makes only the guarantees in Guarantees. Otherwise, Contractor provides the New Intellectual Property and all work product "as is", without any warranty whatsoever.

Limit on Liability

As far as the law allows, if Company makes any Legal Claim against Contractor related to this agreement, Contractor's aggregate liability to Company will be capped at the amount of fees Company has actually paid Contractor under this agreement. This limit on liability does not apply to indemnity under Compliance Indemnity.

General Contract Terms

Law

kemitchell/law-of-signatory-address/1e

The law of the state of the address Company provides with its signature governs all rights and duties under this agreement.

Disputes

Company and Contractor agree to make any Legal Claim related to this agreement only in the federal or state courts nearest the address Company provides with its signature, and to pay the other's attorney fees and costs if they lose in court.

Whole Agreement

This agreement and any confidentiality agreement between Company and Contractor list all the terms that Company and Contractor intend to apply to Contractor's work for Company.

Assignment

Contractor cannot assign any right under this agreement without the permission of an executive officer of Company in writing, in advance. Company can assign this agreement, as a whole, to another business entity that acquires its stock or substantially all its assets, or to a new business entity set up to change its legal form or jurisdiction. Any attempt to assign rights under this agreement against its terms has no legal effect.

Delegation

kemitchell/no-delegation/1e

Neither party can delegate any duty under this agreement. Any attempt to delegate has no legal effect.

Unenforceable Terms

kemitchell/strict-severability/1e

If a court decides that any part of this agreement cannot be enforced, for any reason, the rest of this agreement will continue to apply.

Definitions

Derivatives means Intellectual Property Rights incorporating, improving, or derived from other Intellectual Property Rights.

Embodiments means documents, computer files, and other records that describe, embody, record, or store the subject matter of New Intellectual Property.

Infringement means infringement of Intellectual Property Rights, before or after the date of this agreement.

Intellectual Property Rights means all of these:

copyrights, mask work rights, and moral rights

patent rights

trade secrets

trade names, trademarks, service marks, and trade dress

database rights

rights in plant varieties

rights in registrations and applications for Intellectual Property Rights

Legal Claim means any legal action or claim, ignoring the historical distinction between actions "in law" and "in equity".

New Intellectual Property means all of these, created by Contractor alone or with others:

all Intellectual Property Rights that Contractor created before entering into this agreement, as a head start on work under an Statement of Work

all Intellectual Property Rights that Contractor creates as a result of Contractor's work under any Statement of Work

all Intellectual Property Rights created by Contractor using Company equipment, supplies, facilities, or trade secrets

Derivatives of New Intellectual Property

Embodiments of New Intellectual Property