This Contract for the Supply and Delivery of Goods ("Contract") is entered into between the Client ("Client"), hereinafter referred to as Client, and Euvouria LLC ("Euvouria LLC"), hereinafter referred to as Euvouria LLC.
THE PARTIES AGREE TO THE FOLLOWING.
Effective on MM/DD/YYYY.
Work and Payment
Project: The Client is hiring Euvouria LLC for project related services agreed via email / written statement. The Client will provide any content, storyboards or scripts before the start of the project based on the agreement between the two parties. Any details or content that are provided after the start of the project will lead to additional charge(s). Any change requests made once the project has begun may lead to additional charge(s) based on the request.
Schedule: Euvouria LLC will begin work upon confirmation via email / written statement or phone with the Client to be completed by agreed timeline between the contracting parties. This Contract can be ended by either Client or Euvouria LLC at any time, pursuant to the terms of Section 'Term and Termination'. Upon termination by Euvouria LLC, Euvrouia LLC will provide work done to the Client and charge according to the work completed based on the reasonable standard. Upon termination by the Client, a refund will not be provided once the work has commenced.
Delivery: The project will be delivered to the Client via methods agreed upon prior to the commencement of the work.
Payment: The Client will pay Euvouria LLC the amount stated on the invoice with the methods of payment provided on the invoice. The payments are non-refundable.
Invoices: Euvouria LLC will invoice the Client on a project basis. The Client agrees to pay the amount owed within (14) days of receiving the invoice. Payment after that date will incur a late fee of 0.5% per month on the outstanding amount.
Support: Euvouria LLC will not provide support for any deliverable once the Client has accepted it, unless otherwise agreed in writing. The Client will Accept via email / written statement or phone.
Revisions: The Client will provide Euvouria LLC a detailed change order in writing. This may be done in the form of email or in any written statement. The first revision is free of charge. The one time free revision will NOT include addition of new content or any change to the voice-over. Depending on the project, any further revisions will cost: a) $35 per slide (excl. taxes) OR b) $125/hr (excl. taxes) OR a custom price agreed to with the client.
Both Parties explicitly agree and acknowledge that the relationship created by this Contract can be described as an Independent Contractor relationship. The Client is not the employer of Euvouria LLC, and Euvouria LLC is not, and will not be treated as, an employee of the Client for federal tax purposes, or any other purposes.
This Contract will begin on the date mentioned on the invoice and shall continue until the Contract is terminated as provided by either Party. If either Party violates a term of this Contract, then the other Party (the "Non-breaching Party") may terminate this Contract, effective immediately upon delivery of written notice of termination by the Non-breaching Party. Notwithstanding the preceding, either Party may terminate this Contract at any time for any or no reason, effective upon fourteen (14) days written notice.
Euvouria LLC agrees to perform the instructional design services and provide all materials, tools, and supplies applicable to the provision of such services (collectively, the "Services") for each Assignment.
Euvouria LLC agrees to submit, on his or her sole initiative, services related to Instructional Design to the Client on the subjects agreed upon, The manner and method of producing these instructional design services is solely at the discretion of Euvouria LLC; The Client has no right of control over Euvouria LLC's manner or method of performance under this Agreement. Euvouria LLC will submit instructional design services in accordance to the deadlines agreed with the Client.
Ownership and Licenses
Client Owns All Work Product. As part of this job, Euvouria LLC is creating "work product" for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that Euvouria LLC works on-that is, conceives, creates, designs, develops, invents, works on, or reduces to practice-as part of this project, whether before the date of this Contract or after. Euvouria LLC hereby gives the Client this work product once the Client pays for it in full. This means Euvouria LLC is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
Euvouria LLC's Use Of Work Product. Once Euvouria LLC gives the work product to the Client, Euvouria LLC does not have any rights to it, except those that the Client explicitly gives Euvouria LLC here. The Client gives Euvouria LLC permission to use the work product as part of the Euvouria LLC's portfolio and websites, in portfolios, and in other media, so long as it is to showcase the Euvouria LLC's work and not for any other purpose. Euvouria LLC is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
Euvouria LLC's Help Securing Ownership. In the future, the Client may need the Euvouria LLC's help to show that the Client owns the work product or to complete the transfer. Euvouria LLC agrees to help with that. For example, Euvouria LLC may have to sign a patent application. The Client will pay any required expenses for this. If the Client can't find Euvouria LLC, Euvouria LLC agrees that the Client can act on the Euvouria LLC's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can't find Euvouria LLC after spending reasonable effort trying to do SO, Euvouria LLC hereby irrevocably designates and appoints the Client as the Euvouria LLC's agent and attorney- in-fact, which appointment is coupled with an interest, to act for Euvouria LLC and on the Euvouria LLC's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 'Client Owns All Work Product'.
Writer's IP That Is Not Work Product. During the course of this project, Euvouria LLC might use intellectual property that Euvouria LLC owns or has licensed from a third party, but that does not qualify as "work product." This is called "background IP." Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. Euvouria LLC is not giving the Client this background IP. But, as part of the Contract, Euvouria LLC is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client's products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 'Assignment'. The Client cannot sell or license the background IP separately from its products or services. Euvouria LLC cannot take back this grant, and this grant does not end when the Contract is over.
Euvouria LLC's Right To Use Client IP. Euvouria LLC may need to use the Client's intellectual property to do its job. For example, if the Client is hiring Euvouria LLC to develop a course, Euvouria LLC may have to use the Client's logo. The Client agrees to let Euvouria LLC use the Client's intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do Euvouria LLC's job. Beyond that, the Client is not giving Euvouria LLC any intellectual property rights, unless specifically stated otherwise in this Contract.
Overview. This section contains important promises between the parties.
Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
Euvouria LLC Has Right To Give Client Work Product. Euvouria LLC promises that it owns the work product, that Euvouria LLC is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Writer uses employees or subcontractors, Euvouria LLC also promises that these employees and subcontractors have signed contracts with Euvouria LLC giving Euvouria LLC any rights that the employees or subcontractors have related to Euvouria LLC's background IP and work product.
Euvouria LLC Will Comply With Laws. Euvouria LLC promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
Work Product Does Not Infringe. Euvouria LLC promises that its work product does not and will not infringe on someone else's intellectual property rights, that Euvouria LLC has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that Euvouria LLC has entered into or will enter into with someone else.
Client Will Review Work. The Client promises to review the work product, to be reasonably available to Euvouria LLC if Euvouria LLC has questions regarding this project, and to provide timely feedback and decisions.
Client-Supplied Material Does Not Infringe. If the Client provides Euvouria LLC with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.
Term and Termination
This Contract is ongoing, until ended by the Client or Euvouria LLC. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end when the final product is delivered. The Client will pay Euvouria LLC for the work done up until when the Contract ends and will reimburse Euvouria LLC for any agreed-upon, non-cancellable expenses. The following sections don't end even after the Contract ends: Ownership and Licenses; Confidential Information; and General.
The Client is hiring Euvouria LLC as an independent contractor. The following statements accurately reflect their relationship:
- Euvouria LLC will use its own equipment, tools, and material to do the work, unless otherwise agreed.
- The Client will not control how the job is performed on a day-to-day basis. Rather, Euvouria LLC is responsible for determining when, where, and how it will carry out the work.
- The Client and Euvouria LLC do not have a partnership or employer-employee relationship.
- Euvouria LLC cannot enter into contracts, make promises, or act on behalf of the Client.
- Euvouria LLC is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
- Euvouria LLC is responsible for its own taxes.
- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for Euvouria LLC or any of Euvouria LLC's employees or subcontractors.
Overview. This Contract imposes special restrictions on how the Client and Euvouria LLC must handle confidential information. These obligations are explained in this section.
The Client's Confidential Information. While working for the Client, Euvouria LLC may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. Euvouria LLC promises to treat this information as if it is the Euvouria LLC's own confidential information. Euvouria LLC may use this information to do its job under this Contract, but not for anything else. The one exception to this is if the Client gives the Euvouria LLC written permission to use the information for another purpose, Euvouria LLC may use the information for that purpose, as well. When this Contract ends, Euvouria LLC must give back or destroy all confidential information, and confirm that it has done so. Euvouria LLC promises that it will not share confidential information with a third party, unless the Client gives the Euvouria LLC written permission first. Euvouria LLC must continue to follow these obligations, even after the Contract ends. Euvouria LLC's responsibilities only stop if Euvouria LLC can show any of the following: (i) that the information was already public when Euvouria LLC came across it; (ii) the information became public after Euvouria LLC came across it, but not because of anything Euvouria LLC did or didn't do; (iii) Euvouria LLC already knew the information when Euvouria LLC came across it and Euvouria LLC didn't have any obligation to keep it secret; (iv) a third party provided Euvouria LLC with the information without requiring that Euvouria LLC keep it a secret; or (v) Euvouria LLC created the information on its own, without using anything belonging to the Client.
Third-Party Confidential Information. It's possible the Client and Euvouria LLC each have access to confidential information that belongs to third parties. The Client and Euvouria LLC each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or Euvouria LLC is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
Limitation of Liability
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
The Client agrees to a Good-Faith extension of seven (7) days to deliver the work product / perform the Contract in the event of unforeseen circumstances including but not limited to; acts of god, death, illness such as a common cold, power outage(s).
Euvouria LLC's maximum liability under this agreement / Contract shall not in any case exceed the amount paid by Client to Euvouria LLC.
Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or Euvouria LLC or both. For example, if the Client gets sued for something that Euvouria LLC did, then Euvouria LLC may promise to come to the Client's defense or to reimburse the Client for any losses.
Client Indemnity. In this Contract, Euvouria LLC agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work Euvouria LLC has done under this Contract; (ii) a breach by Euvouria LLC of its obligations under this Contract; or (iii) a breach by Euvouria LLC of the promises it is making in Section 'Representations'.
Euvouria LLC Indemnity. In this Contract, the Client agrees to indemnify Euvouria LLC (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
Assignment. This Contract applies only to the Client and Euvouria LLC. Euvouria LLC cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client's written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without Euvouria LLC's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
Modification; Waiver. To change anything in this Contract, the Client and Euvouria LLC must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 6:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 8:00am on the next business day.
Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
Governing Law. The laws of the state of California govern the rights and obligations of the Client and Euvouria LLC under this Contract, without regard to conflict of law principles of that state.
Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.