INDEPENDENT CONTRACTOR AGREEMENT
Independent Contactor Agreement (“Agreement”) effective as of the DATE day of, by and between
Company Name, LLC, and NAME and address of (“Contractor”) for the provision of certain services in
connection with a commercial provisionally entitled “DFFS Commercial” (the “Picture”).
In consideration of the mutual covenants set forth herein, Company and Contractor agree to the following
terms and conditions:
1.
Engagement; Services
(a) Company hereby engages Contractor to render services as a NAME of CONTRACTOR on the Picture
as set forth hereunder. Contractor shall render all services hereunder in accordance with the terms of this
Agreement and, in so doing, will devote her best talents, efforts and abilities. Contractor will perform the
services of Production Designer of the date of this Agreement in a first class manner in accordance with
generally accepted standards of the motion picture industry. Contractor will provide her services on an
exclusive, full-time basis as of DATE, through completion of production, as defined in Paragraph 2.
(b) The services of Contractor shall include without limitation the following:
(i) to provide services as _____________ of the Picture in close consultation with Company;
(ii) to consult with Company throughout the Term on a regular basis;
(iii) to perform other services expected of a _________________ in the motion picture industry.
(c) The Company agrees to arrange for Contractor’s transportation to and from _______________ and to
cover Contractor’s meals and expenses during the duration of their stay in _____________________.
2.
Term
The Term of this Agreement shall commence on or about DATE, and, unless earlier terminated pursuant to
the terms of this Agreement, shall continue through completion of production of the Picture, it being
understood that Contractor’s involvement shall not exceed DATE (the "Term").
3.
Compensation
Contractor agrees to accept as compensation for the due performance of all of Contractor's services and
obligations as set forth herein and the grant of rights hereunder, COST to be paid within 30 days of
invoicing. Contractor agrees to supply company with a filled out W-9 form upon invoicing.
4.
Ownership, Rights and Uses
The Picture, and all rights in connection therewith, including the copyright, shall be solely owned by
Company. Contractor may not market, distribute, sell, lease, rent, copy, display, create derivative works, or
otherwise exploit the Picture, or any portion thereof, in any way without the written approval of Company.
Contractor agrees that they will not, under any circumstances or for any reason, utilize the Picture or the
ideas and concepts associated with the Picture, nor participate in any way in any project on the same or
similar subject matter as the Picture, without the express approval of Company, unless otherwise agreed to
in writing. Company will store the master materials and other applicable materials relating to the Picture in
a safe environment.
(i) Company agrees to provide Contractor with behind-the-scenes and set photographs, along with screen
grabs and clips from raw footage of the Picture, at Contractor’s request and Company’s discretion.
5.
Independent Contractor; Tax and Reporting
Contractor and Company are independent contractors with respect to each other, and nothing herein shall
create any association, partnership, joint venture, or agency relationship between Contractor and Company.
Contractor shall be responsible for all withholding taxes, other taxes, contributions to Social Security, and
any other deductions and contributions which may be required by any applicable law or agreement.
Contractor agrees to hold Company harmless from and indemnify Company against the payment of any
such taxes or contributions.
6.
Promotion
Contractor grants to Company and other persons and entities designated by Company the right to use her
name, likeness, and biographical material in such manner as Company may determine for promotional and
advertising purposes in connection with the Picture, any version or derivative works thereof, and Company.
Contractor will provide Company with an approved biography upon request. Company will use reasonable
efforts to consult with Contractor in connection with the use of her name, likeness and biography on
promotion and advertising, which is under the exclusive control of Company.
7.
Confidentiality
Contractor and Company will not at any time disclose to any third party any information relating to this
Agreement.
8.
Termination
(a) Company shall have the right to terminate this Agreement if Contractor commits a material breach of
the Agreement. The term “material breach” as used in this Paragraph 8 shall mean: (i) a representation,
warranty, agreement, undertaking, or covenant made by the Contractor is or becomes false or misleading in
any material respect; or (ii) a default by Contractor in any material respect in the performance or
observance of any of her obligations hereunder. Provided that such breach is capable of being cured,
Contractor shall have fifteen (15) days to cure such breach before Company may terminate the Agreement.
In all other instances, termination shall be effective immediately upon receipt of written notice.
(b) Contractor shall have the right to terminate this Agreement if Company commits a material breach of
the Agreement. Provided that such breach is capable of being cured, Company shall have fifteen (15) days
to cure such breach before Contractor may terminate the Agreement. In all other instances, termination
shall be effective immediately upon receipt of written notice.
(c) In the event of termination pursuant to this Paragraph 8:
(i) Contractor agrees to deliver immediately to Company any and all materials in Contractor’s
possession that are the property of Company, all materials prepared by Contractor in connection with the
Picture, and a detailed status report of Contractor’s activities in connection with the Picture;
(ii) In the event of termination by Company for material breach by Contractor, (i) Company shall
have no obligation to consult with Contractor in connection with the Picture, including without limitation
on pre-production, production, or distribution, and all decisions relating to the Picture, including creative,
financial, technical or editorial, shall be made by Company in its sole discretion; and (ii) Contractor agrees
that Company shall have the sole and exclusive right to distribute and exploit the Picture and any versions
and/or derivatives of the Picture, in all manner, markets and media, worldwide in perpetuity and to
authorize others to do so as Company in its sole discretion shall determine, all such rights to be
automatically transferred and assigned by Contractor to Company upon termination by Company pursuant
to this Paragraph 9 without the need for any further action or documents.
9.
Credit
(a) Provided Contractor is not in breach of this Agreement and has performed all of her material obligations
hereunder, Company shall accord Contractor the following credits on the Picture, substantially as set forth
herein. All aspects of such credits, including placement, order, duration, font and size, shall be determined
by Company.
ROLE AND NAME
All other credits on the Picture and all aspects thereof shall be determined by Company.
(b) Neither the inadvertent failure by Company, nor the failure by any third party, to accord credit in
accordance with the provisions of the Agreement shall be deemed a breach of the Agreement. Upon
notification in writing of such failure by Contractor, Company shall use reasonable commercial efforts to
prospectively cure such breach.
(c) Company agrees to provide a link to Contractor’s website and to display credit for Contractor’s work on
Company’s website alongside Company’s posting of the Picture.
10.
Return of Materials
Contractor shall be responsible for returning to Company on or before the expiration of the Term or at any
time upon request of Company, all materials, equipment, supplies and other items in Contractor’s
possession which are the property of Company. Company shall be responsible for returning to Contractor
on or before the expiration of the Term or at any time upon request of Contractor, all materials, equipment,
supplies and other items in Company’s possession which are the property of Contractor.
11.
Representations and Warranties; Indemnifications
(a) Company has the legal right and authority to enter into this Agreement and to observe and perform fully
Company’s obligations as set forth herein; Company shall not do anything or make any commitments or
agreements which would conflict with, interfere with or violate any commitment, agreement or
understanding Company has made hereunder; and all material furnished or secured by Company in
connection with the Picture will not violate or infringe upon the rights of any person or entity whatsoever,
or create any liability of any kind. Contractor has the legal right and authority to enter into this Agreement
and to observe and perform fully its obligations as set forth herein; Contractor shall not do anything or
make any commitments or agreements which would conflict with, interfere with or violate any
commitment, agreement or understanding Contractor has made hereunder; and all material furnished or
secured by Contractor in connection with the Picture will not violate or infringe upon the rights of any
person or entity whatsoever, or create any liability of any kind.
(b) Contractor shall defend, indemnify, and hold Company and its officers, directors, agents, designees,
assignees, licensees and employees harmless from and against all claims, alleged claims, actions, losses,
costs, expenses, settlements, demands, and liabilities of every kind, including reasonable attorneys' fees and
expenses, arising out of or incurred by reason of the inaccuracy, alleged breach, or actual breach of any
representation, warranty, covenant, agreement, or undertaking made by Contractor herein. Contractor
shall, at Contractor’s sole cost and expense, dispose of any such claim or demand or defend against any
such action. Company, at its option, shall have the right, at its sole cost and expense, to participate in the
defense of any such action and to be represented by counsel of Company's selection. Company shall give
Contractor prompt notice of the assertion of any claim or the institution of any action that may expose
either party to liability.
(c) Company shall defend, indemnify, and hold Contractor harmless from and against all claims, alleged
claims, actions, losses, costs, expenses, settlements, demands, and liabilities of every kind, including
reasonable attorneys' fees and expenses, arising out of or incurred by reason of the inaccuracy, alleged
breach, or actual breach of any representation, warranty, covenant, agreement, or undertaking made by
Company herein. Company shall, at its sole cost and expense, dispose of any such claim or demand or
defend against any such action. Contractor, at Contractor’s option, shall have the right, at Contractor’s sole
cost and expense, to participate in the defense of any such action and to be represented by counsel of
Contractor’s selection. Contractor shall give Company prompt notice of the assertion of any claim or the
institution of any action that may expose either party to liability.
12.
Assignment
The rights under this Agreement may not be assigned by either party and the duties and obligations of this
Agreement may not be delegated without the prior written consent of Company and Contractor. This
Agreement shall bind and benefit the successors, heirs and approved assigns of Company and Contractor.
13.
Remedies
In the event of any breach of this Agreement, the only remedy available to the parties is an action at law for
damages, if any, and in no event shall either party have the right to in any way enjoin or interfere with the
fundraising, pre-production, production, exhibition, advertising, promotion, or exploitation of the Picture or
any derivatives thereof.
14.
Force Majeure
If either party is prevented from performing its obligations hereunder by reason of an act of God, fire,
flood, delay in transportation, lockout, strike or other labor dispute, riot or civil disorder, war, whether war
has been declared or not, or armed insurrection, enactment, rule, act or order of government, public
disaster, or any other force majeure event, cause, condition, or reason demonstrably beyond a party's
reasonable control, then such delay, shall not constitute a material breach of this Agreement; provided that
the party prevented from performing hereunder shall give written notice to the other party of such force
majeure event within three (3) days of the onset of such event setting forth the reason for the delay and
when the obligation(s) will be performed.
15.
Personal Property
Contractor shall be solely responsible for Contractor’s personal property and Company shall have no
liability in connection thereto for any loss or damage to such personal property, even if such property is
used by Contractor during the course of providing the Services hereunder; it being understood that this
clause does not apply to Contractor’s equipment being used for the Picture or any rented equipment
Contractor is providing.
16.
Miscellaneous
(a) Whenever notice is required to be given or may appropriately be given hereunder, such notice shall be
in writing and shall be delivered to the person or parties to whom intended at their addresses first stated
above either by hand, express mail or courier, or certified or registered mail (return receipt requested).
Notice shall be deemed given when delivered.
(b) This Agreement is complete and embraces the entire understanding between the parties. All prior
understandings in connection with the subject matter herein contained, either oral or written, are null and
void unless expressly set forth herein. No alteration, modification, or waiver, in whole or in part, of any
provision of this Agreement shall be of any effect unless set forth in writing and signed by both parties
hereto. A waiver by either party of any breach or default by the other party shall not be construed as a
waiver of the same or any other breach or default by such party. If any provision of this Agreement shall
be held void, voidable, invalid, or inoperative, no other provision of this Agreement shall be consequently
affected, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect,
as though such void, voidable, invalid, or inoperative provision had not been contained herein.
(c) This Agreement shall be governed by the laws of the Commonwealth of Massachusetts (but not the
conflict of law provisions). Company and Contractor agree to meet and discuss any problems or disputes
that may arise during the term of this Agreement and to make good faith efforts to resolve any and all such
problems or disputes before terminating this Agreement or filing any claim or action against the other
party.
(d) Except as may be expressly set forth in this Agreement, any rights or obligations that survive beyond
the term of this Agreement by implication, including representations, warranties and indemnifications made
herein, shall survive expiration or termination of this Agreement for any reason.
AGREED AND ACCEPTED as of the date first hereinabove shown:
COMPANY
___________________________________
NAME
COMPANY, LLC
CONTRACTOR
__________________________________
NAME
ROLE (such as production designer)