INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (“Agreement”) is entered into as of ________________________________, 201_ (“Effective Date”) between ___________________________________________________________________________ ___: an individual residing at ______________________________________ __________________________________________________________________________, -OR___: a business formed under the laws of the state of __________________ and having its principal place of business at __________________________________________________________________________________ ___________________________________________________________________ (“IC” or “Videographer”), and TapePlay, LLC, a limited liability company formed under the laws of the State of Illinois and having a mailing address of P.O. Box 10587, Chicago, Illinois 60610 (“TP” or “TapePlay”).
RECITALS: WHEREAS, TP desires to have videographers available to create videos for third parties as well as users of TP’s website, located at (collectively, “User” or “Users”); WHEREAS, IC is a videographer and will create audiovisual work for Users as an independent contractor of TP; WHEREAS, both IC and TP seek to enter into a mutually beneficial Agreement for IC to develop audiovisual work for Users; NOW, THEREFORE, in accordance with the foregoing recitals, and in consideration of the mutual covenants contained herein, the parties agree as follows:
AGREEMENT: 1. IC’s Duites. Upon being matched to and accepting a User’s request to film a sports game, match, exhibition, or performance (collectively, “Event”), IC shall: a. Attend the entirety of Event and continually capture audio and video footage (“Footage”) of User;
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b. Capture Footage with a professional or ‘prosumer’ video camcorder or digital single lens reflex (“SLR”) camera with the following capabilities: i. Capture video in High Definition (e.g. “HD”) ii. Have a stereo audio input iii. Be able to capture three hours of continual footage via one storage method such as internal memory, memory card, or digital cassette c. Use the following equipment to capture Footage: Camera: ________________________________ Lenses: _________________________________ _________________________________ _________________________________ Microphones: ____________________________ ____________________________ d. Notify and receive authorization from TP, which shall not be unreasonably withheld, if the equipment listed in Paragraph 1c is modified; e. Edit Footage and send to User within seventy-two (72) hours after Event (“Video”) with the following specifics: i. Format- .AVI, .MOV, .MPEG-4, .WMV ii. Resolution-Standard HD resolution of 1280x720 (or better) and with a 16:9 aspect ratio iii. Time-The entirety of Event. However, timeouts, period breaks, time between events (e.g. track and field competitions), or other nonplaying footage must be edited out from Video. f. Will re-edit Footage within two (2) days from when Video was sent upon a request from User or TP; g. Comply with all requests by TP to edit Footage and/or Video; h. Comply and participate in all mediation and/or conflict resolution process requested by TP; i. Maintain current telephone numbers, e-mail addresses, fax numbers, and mailing addresses with TP; and j. Create and/or maintain a Videographer account at the website.
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Furthermore, IC acknowledges and understands any compensation due under Agreement may be reduced or not paid by TP, in its sole discretion, if IC does not perform all obligations contained in Agreement.
2. TP’S Duties. TP shall: a. Provide IC with sum of ________________ per Event after Video is approved; b. Be reasonably available to discuss Events, Footage, and Video with IC; c. Not unreasonably withhold any authorization or approval from IC; and d. Not unreasonably request excessive edits or other work of Video or Footage.
3. Independent Contractor. Nothing contained herein shall be construed as creating an employer-employee relationship, partnership, or joint-venture between TP and IC or IC’s employees, agents, or contractors (collectively, “IC’s Employees”). IC’s Employees are independent contractors and not employees of TP. The consideration set forth in Paragraph 2 shall be the sole consideration due to IC’s Employees for the work and services rendered in accordance with this Agreement. It is understood that TP WILL NOT withhold any amount for taxes, including, but not limited to, federal, state, municipal, or otherwise, or for any other payments/deductions from the compensation of IC’s Employees. IC’s Employees shall indemnify and hold TP harmless from any and all damages, claims, and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of payments made under this Agreement. Furthermore, IC’s Employees shall neither hold itself out to, or otherwise represent, it is an employee of TP nor be entitled to any of the benefits TP’s regular employees would be entitled to including, but not limited to, pension, retirement, and health care.
4. Ownership of Video. IC, and its successors and assigns, hereby irrevocably, worldwide, and in perpetuity transfer, assign, and/or sell its full right, title, and interest, including, but not limited to, copyright, to Video to TP. However, TP grants IC a limited, non-transferable, non-exclusive license to use Video solely for self-promotional purposes in IC’s portfolio, film reel, or other similar arrangement showcasing examples of IC’s work.
5. Governing Law and Dispute Resolution. This Agreement shall be construed, interpreted, and governed in all respects in accordance with the laws of Illinois, USA
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6. Notices. All notices under this Agreement shall be made in writing and sent via email or by United States Mail with delivery confirmation to the following addresses: For IC:
For TP:
7. Indemnification. a. IC shall indemnify and hold harmless TP, and any employees, agents, officers, directors, and/or any other party acting on behalf of TP, against any and all liability from third party claims related to and/or arising from Event or Footage and b. IC’s obligations to indemnify and hold TP harmless shall survive the termination or other cancellation of this Agreement. TP shall pay for the defense of any such third-party action as described above unless TP has agreed, in writing, otherwise.
8. Severability. In the event any portion or term of this Agreement is found to be unenforceable, illegal, void or otherwise inoperative, the balance of the Agreement shall be construed, where possible, as fully operative and unimpaired.
9. Entire Agreement. The Agreement reflects the complete understanding and contract between the Parties and supersedes all other previous agreements between the Parties and their respective predecessors in interest, whether written, oral or implied.
10. Modifications. This Agreement may only be amended, supplemented, or modified upon the agreement of both IC and TP, in writing, and sent via U.S. Mail and electronic mail to the addresses provided in Paragraph 6 above.
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11. Headings. The paragraph headings in boldface type are for ease of reference only and do not add any substantive terms to the Agreement or have any significance in construing the agreement.
12. Right To Consult With Counsel. The Parties warrant they have had the opportunity to conduct due diligence, to consult with legal counsel of their choosing and that they understand the terms. As a result of such rights, the Parties agree that the Agreement shall not be construed against the drafter. 13. Attorney’s Fees. In the event of legal claim, action or litigation, the prevailing Party shall be entitled to reasonable attorneys’ fees and costs incurred to enforce any of the provisions of this Agreement.
14. Signatures. This Agreement may be signed in counterparts, with facsimile or photocopy, or electronically imaged signatures bearing full weight and effect as the original.
Executed this ____ day of ____________________, 201__. By: IC:
By:
_________________________________
Name: _________________________________ Title: ________________________________ Date: _________________________________
TP:
By:
________________________________
Name: ________________________________ Title:
________________________________
Date: _________________________________
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