Work-for-Hire Agreement

The Contractor shall provide the following services to the Client (the "Services"): .

The Contractor shall deliver the following (the "Deliverables"):

1. ;

2. ;

3. .

Work that is not described in clause 1 is outside the scope of this Agreement. If the Client asks for work outside that scope, neither Party is obliged to proceed until the Parties have agreed in writing on the additional work and the additional fee, which may be recorded in an email or a written change order.

The Contractor shall notify the Client promptly if the Client's requests, or a delay caused by the Client, materially change the effort required to complete the Services.

The Client shall pay the Contractor for the Services. .

The Contractor shall invoice the Client . The Client shall pay each undisputed invoice within of receipt, by . Amounts unpaid after that period bear interest at , and the Contractor may suspend further work on written notice until payment is received. Non-payment does not affect the Client's ownership of Work Product already created — see clause 8 — so the Contractor's remedy for a late or missing payment is to pursue it as a debt under this clause and clauses 9 and 10, not to withhold, revoke or restrict the Client's rights in the Work Product. If the Client disputes part of an invoice in good faith, it shall pay the undisputed part on time and raise the disputed part in writing before the due date.

The fees are expenses. Expenses that are billed separately must be reasonable, incurred in performing the Services, approved by the Client in writing in advance where they exceed , and supported by receipts. All amounts are exclusive of any sales, value-added or similar taxes, which the Client shall pay in addition where they apply.

This Agreement begins on and continues until , unless ended earlier under clause 9. This Agreement .

The Contractor shall use reasonable efforts to meet the following dates: . Deadlines that depend on the Client supplying content, access, approvals or feedback shift by the length of any delay by the Client. Neither Party is liable for a failure to meet a deadline caused by an event outside its reasonable control, provided it notifies the other Party promptly and resumes performance as soon as it can.

The Contractor is an independent contractor, engaged to create the Work Product on a commissioned, work-for-hire basis as set out in clause 8. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties, and neither Party may bind the other or hold itself out as able to do so. It is the express intention of both Parties that the Contractor is engaged as an independent business, and that clause 8 governs ownership of what the Contractor creates.

This clause records the Parties' intention. Each Party shall conduct the engagement consistently with it, and neither shall act in a way that contradicts it.

Accordingly, the Parties agree that:

1. the Contractor controls the manner, method and means by which the Services are performed, and determines when and where the work is done, subject only to the Deliverables, deadlines and reasonable access or security requirements agreed in this Agreement;

2. the Contractor supplies its own equipment, tools, software and workspace, unless the Parties agree otherwise in writing;

3. the Contractor is free to work for other clients, including during the term of this Agreement, provided doing so does not breach clause 7 or clause 8;

4. the Contractor may engage its own employees or subcontractors to perform the Services, and remains responsible for their work, their pay and their compliance with this Agreement;

5. the Contractor is not entitled to any employee benefit provided by the Client, including paid leave, sick pay, health or retirement benefits, expense allowances, bonuses or severance; and

6. the Client does not withhold or pay employment taxes, social security or similar contributions on the Contractor's behalf.

The Contractor is solely responsible for reporting and paying all taxes, contributions and levies arising from the fees paid under this Agreement, and for any filings its status as a self-employed business requires. The Contractor shall provide the Client with any tax identification details, forms or information the Client is reasonably required to collect or file in connection with these payments, and shall keep them current.

The Contractor shall hold and maintain, at its own cost, any licenses, registrations or permits its business requires, and shall comply with the laws that apply to the performance of the Services. The Contractor shall maintain for the term of this Agreement and, where insurance is required, shall provide evidence of it on request.

The Contractor shall indemnify the Client against any tax, contribution, penalty or interest assessed against the Client because the Contractor failed to report or pay amounts for which it is responsible under this clause.

"Confidential Information" means any non-public information the Client discloses to the Contractor, or that the Contractor learns or creates in performing the Services, in any form and whether or not it is marked confidential. It includes business and financial information, pricing, customer and supplier details, product plans, designs, source code, credentials, personal data, and the existence and terms of this Agreement.

The Contractor shall keep Confidential Information strictly confidential, use it only to perform the Services, take at least reasonable care with it, and not disclose it to any third party except to its personnel and subcontractors who need it for the Services and who are bound by obligations at least as protective as these. The Contractor remains responsible for any breach by those people.

These obligations do not apply to information that was already lawfully known to the Contractor without a duty of confidentiality, is or becomes public through no fault of the Contractor, is lawfully received from a third party free to disclose it, or was independently developed without reference to the Confidential Information. The Contractor may disclose Confidential Information to the extent required by law or a court or regulator, and shall where lawful and practicable notify the Client first. These obligations continue for after this Agreement ends, and for as long as the information remains a trade secret under applicable law.

Notice of immunity under the U.S. Defend Trade Secrets Act (18 U.S.C. § 1833(b)), where that Act applies and the Contractor is an individual: an individual is not criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, or to an attorney, solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal. An individual who files a lawsuit against the Client for retaliation for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use it in the court proceeding, if any document containing it is filed under seal and it is not disclosed except under court order.

"Work Product" means the Deliverables and any other material the Contractor creates for the Client in performing the Services, together with all intellectual property rights in it.

The Parties intend, and agree, that the Work Product is a "work made for hire" as that term is defined under applicable copyright law, specially ordered or commissioned by the Client and falling within a category of work that law recognizes as capable of being a work made for hire. To the extent the Work Product so qualifies, the Client is its author and sole owner from the moment it is created, and that ownership does not depend on, or wait for, payment of any fee.

To the extent any part of the Work Product does not qualify as a work made for hire under applicable law, the Contractor irrevocably assigns to the Client, automatically and immediately on that part being created — and not on payment — all right, title and interest in it, including all intellectual property rights, worldwide and in perpetuity. The Client's obligation to pay the fees under clause 3 is a separate, independent obligation: it does not condition, delay or reverse the Client's ownership of the Work Product under this clause, and unpaid fees give the Contractor a right to be paid, not a right to reclaim, withhold or restrict use of the Work Product. The Contractor shall sign any document and do anything else the Client reasonably requests, during or after the term of this Agreement, to record or perfect the Client's ownership.

The Contractor may use pre-existing material it owns or is licensed to use, and third-party or open-source components, in producing the Work Product ("Background Material"). Background Material is not assigned and is not work made for hire. The Contractor grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, modify and distribute any Background Material embedded in the Work Product, to the extent needed to use the Work Product for its intended purpose. The Contractor shall identify on request any third-party or open-source component it has included and the license terms that apply to it.

To the extent permitted by law, the Contractor waives any moral rights in the Work Product. Despite clause 7, the Contractor may describe the engagement and display the Work Product in its portfolio or case studies, provided it discloses no other Confidential Information; .

Either Party may end this Agreement for convenience on written notice to the other. Either Party may end this Agreement immediately on written notice if the other Party:

1. commits a material breach of this Agreement that is not remedied within of written notice describing it;

2. fails to pay an undisputed invoice within of its due date;

3. becomes insolvent, enters administration or liquidation, or takes any equivalent step in any jurisdiction; or

4. is unable to perform for because of an event outside its reasonable control.

On termination the Client shall pay for all Services performed and expenses properly incurred up to the effective date of termination, including any completed milestone and a pro-rated amount for work in progress. Because the Client owns the Work Product from the moment of its creation under clause 8, the Contractor shall deliver the Work Product created up to the effective date of termination, in its then-current state, promptly following termination — this delivery obligation does not wait on payment, and unpaid fees remain a debt the Client owes rather than a reason to withhold the Work Product.

Within of termination each Party shall return or destroy the other Party's Confidential Information, materials, credentials and property in its possession, except for one copy either Party may retain to the extent required by law or its ordinary backup and record-retention practices. Clauses 6, 7, 8, 11, 12 and 13 survive termination, along with this clause and any payment obligation that accrued before it.

The Contractor warrants that it has the right to enter into this Agreement, that the Services will be performed with reasonable skill and care and in a professional manner, and that the Work Product will be its original work or material it is licensed to supply and will not, to the best of its knowledge, infringe the rights of any third party. The Client warrants that it has the right to supply any material it provides to the Contractor for use in the Services.

Each Party shall indemnify the other against third-party claims arising from a breach of the warranties it gives in this clause. The indemnifying Party's obligation applies only if it is notified of the claim promptly, is given reasonable control of its defense, and receives reasonable cooperation from the other Party.

Neither Party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, data, goodwill or anticipated savings, however caused.

Each Party's total liability arising out of or in connection with this Agreement is limited to . The exclusions and the cap in this clause do not apply to liability for fraud, for a breach of clause 7, or to amounts payable under the indemnities in clause 6 and clause 11, and nothing in this Agreement limits any liability that cannot lawfully be limited.

This Agreement and any dispute arising out of it are governed by the laws of . The Parties submit to the exclusive jurisdiction of the courts of .

This Agreement is the entire agreement between the Parties about the Services and replaces any earlier proposal, quote or understanding on that subject. It may only be amended in writing signed by both Parties. Any purchase order or standard terms either Party issues has no effect on this Agreement.

Neither Party may assign this Agreement without the other's written consent, except to a successor to substantially all of its business. If any provision is held unenforceable, the rest continues in force. A failure to enforce a provision is not a waiver of it. Notices under this Agreement must be in writing and sent to the addresses above or to an email address the Parties use for the engagement.

This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement.