Team Sundai Contractor Agreement

This services agreement (“Agreement”) is made and entered into by Sundai Studio (“Design Firm”) and you the (“Contractor”).

Sundai Studio desires to retain Contractor as an independent contractor to perform design services for Sundai Studio, and Contractor is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

Services.
1. Contractor agrees to perform for Sundai Studio those services described in Exhibit A (bottom of the page) incorporated herein by reference (the “Services”). The parties may delete, add or substitute Services, extend the Term, or alter the terms of compensation by amending Exhibit A, provided that such amendment shall be signed by an authorized representative of both parties and shall indicate whether it is to replace or alter the then existing Exhibit A.
2. Contractor is authorized to perform the Services under this Agreement only upon the request or at the direction of, and shall report solely to, a Principal of Sundai Studio and/or his or her designee.
Compensation.
1. Sundai Studio agrees to pay Contractor the compensation set forth in Exhibit A for the performance of the Services (“Fixed Compensation”). Such Fixed Compensation shall be payable on the schedule set forth in Exhibit A.
2. Contractor will be responsible for purchasing and using their own equipment, travel, living and office expenses.
Intellectual property ownership.
1. To the extent that the work performed by the Contractor under this Agreement (“Contractor’s Work”) includes any work of authorship entitled to protection under copyright laws, the parties agree to the following provisions.
  1. Contractor’s Work has been specially ordered and commissioned by Sundai Studio as a contribution to a collective work, a supplementary work, or other category of work eligible to be treated as a work made for hire under the U.S. Copyright Act.
  2. Contractor’s Work shall be deemed a commissioned work and a work made for hire to the greatest extent permitted by law.
  3. Sundai Studio shall be the sole author of Contractor’s Work and any work embodying the Contractor’s Work according to the U.S. Copyright Act.
2. To the extent that Contractor’s Work is not properly characterized as a work made for hire, Contractor grants to Sundai Studio all right, title, and interest in Contractor’s Work, including all copyright rights, in perpetuity and throughout the world.
3. Contractor is able to put work made for hire in their own portfolio and on their website to showcase their talent and experience. If there is a Brand Identity (logo, illustrations, color palette, font pairings) that were originally created by Sundai Studio, Contractor must write a “credit” statement of their choosing on or near that image or on that website page.
4. All of the provisions of this Section 3 shall be effective only upon full payment of all Fixed Compensation due pursuant to Section 2 and Exhibit A.
Originality and Non-infringement.
1. Contractor represents and warrants that the Work Product and all materials and Services provided by Contractor hereunder will be original with Contractor or its employees or contract personnel, or shall be in the public domain, and that the use thereof by Sundai Studio or its customers, representatives, distributors, or dealers will not knowingly infringe any patent, copyright, trade secret or other intellectual property right of any third party. Contractor agrees to indemnify and hold Sundai Studio harmless against any liability, loss, cost, damage, claims, demands, or expenses (including reasonable outside attorney’s fees) of Sundai Studio or its customers, representatives, distributors, or dealers arising out of any breach of this paragraph.
2. Sundai Studio represents and warrants that all materials provided to Contractor hereunder will be original with Sundai Studio or its employees or contract personnel, or is properly licensed for use as described in Exhibit A, or shall be in the public domain, and that the use thereof by Contractor will not knowingly infringe any patent, copyright, trade secret or other intellectual property right of any third party. Sundai Studio agrees to indemnify and hold Contractor harmless against any liability, loss, cost, damage, claims, demands, or expenses (including reasonable outside attorney’s fees) of Contractor arising out of any breach of this paragraph.
Confidentiality.
1. “Confidential Information” means the Work Product and any Sundai Studio proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by Sundai Studio either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
2. Contractor and its employees and consultants shall hold all Confidential Information in the strictest confidence and shall not, during or subsequent to the term of this Agreement, use Sundai Studio’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Sundai Studio. Confidential Information does not include information that (i) is known to Contractor at the time of disclosure to Contractor by Sundai Studio as evidenced by written records of Contractor, (ii) has become publicly known and made generally available through no wrongful act of Contractor, or (iii) has been rightfully received by Contractor from a third party who is authorized to make such disclosure. Without Sundai Studio’s prior written approval, Contractor shall not directly or indirectly disclose to anyone the terms and conditions of this Agreement. Contractor may disclose that it is “working with” Sundai Studio, but shall not otherwise characterize the nature or scope of the Services until the work is complete and made public by either Sundai Studio or the client.
3. Upon the termination of this Agreement, or upon Sundai Studio’s earlier request, Contractor shall deliver to Sundai Studio all of Sundai Studios property and Confidential Information in digital form that Contractor may have in Contractor’s possession or control.
Term and termination.
1. This Agreement shall be effective as of the date Contractor first performed the Services. This Agreement shall continue until the date specified in Exhibit A or termination as provided below (“Term”).
2. Either party may terminate this Agreement without cause upon ten (10) days prior written notice to the other party.
3. If Sundai Studio terminates (except for Contractor’s uncured material breach of this Agreement) Sundai Studio will pay Contractor for all services or expenses actually incurred up to the date of termination.
4. Sections 3 and 4 shall survive termination of this Agreement.
Assignment.
Contractor acknowledges that the consulting services to be performed hereunder are of a special and unique nature. Neither this Agreement nor any right hereunder or interest herein may be assigned or delegated by Contractor without the express written consent of Sundai Studio. Any such attempted assignment shall be void.
Independent contractor.
Contractor shall perform the Services hereunder as an independent consultant. Nothing in this Agreement shall in any way be construed to constitute Contractor as an agent, employee, or representative of Sundai Studio. Since Contractor is not an employee of Sundai Studio, it is understood that neither Contractor nor any of its employees is entitled to any employee benefits during the Term. Contractor shall pay all necessary local, state, or federal taxes, including but not limited to withholding taxes, workers’ compensation, FICA, and unemployment taxes for Contractor and its employees. Contractor acknowledges and agrees that Contractor is obligated to report as income all compensation received by Contractor pursuant to this Agreement, and Contractor agrees to indemnify Sundai Studio and hold it harmless to the extent of any obligation imposed on Sundai Studio (i) to pay withholding taxes or similar items or (ii) resulting from Contractor’s being determined not to be an independent contractor. In the performance of all Services hereunder, Contractor shall comply with all applicable laws and regulations.
Equitable relief.
Contractor agrees that it would be impossible or inadequate to measure and calculate Sundai Studio’s damages from any breach of the covenants set forth in Sections 3, 5, or 6 herein. Accordingly, Contractor agrees that in the event of such breach, Sundai Studio will have, in addition to any other right or remedy available, the right to seek to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of any such provision.
Miscellaneous.
This is the entire agreement between the parties relating to the subject matter hereof and no waiver or modification of the Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. Neither party shall have any liability for its failure to perform its obligations hereunder when due to circumstances beyond its reasonable control. This Agreement shall inure to the benefit of and be binding upon each party’s successors and assigns. This Agreement is governed by the laws of the State of Virginia without reference to conflict of laws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Loudoun County, Virginia, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.
In witness whereof, the parties hereto have executed this Agreement as of the day and year first written above.

Exhibit A

Services to be performed by Contractor:

Contractor shall perform and Sundai Studio shall pay for the following services:

· Logo file exports and Brand Guide Creation

· Copywriting for Client Websites

· Marketing tasks for Sundai Studio, including image mockups of past website and design work

· Client Collateral Projects (social media graphics PDF or Ebook designs, or Designing new Website Pages)

Term

The Term shall commence on the date hereof and terminate when one party decides to terminate the agreement.

Fixed Compensation

Sundai Studio shall pay the Contractor as follows :

· Logo file exports and Brand Guide Creation: $200 per project

· Copywriting for Client Websites: $400 per project

· Marketing tasks for Sundai Studio, including image mockups of past website and design work: $300 per project

· Client Collateral Projects (social media graphics PDF or Ebook designs, or Designing new Website Pages): $400 day rate

Invoice schedule

Contractor shall invoice Sundai Studio as follows:

· Upon completion of the project

Payment schedule

Payment shall be made within thirty (30) days of Sundai Studio’s receipt of Contractor’s invoice.

Accepted

I have read and understand the above terms.