1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Contractor to provide creative services for the Wyrm’s Workshop project (the “Work”).
1.2 Schedule. The Contractor will commence work upon receiving the buyer’s content from the Publisher, and the work will be ongoing. Specific deadlines for deliverables will be agreed upon in writing. Any extensions to the schedule due to buyer delays in responding to questions shall be communicated promptly. Either party may terminate this agreement at any time as per Section 5, Term and Termination.
1.2.1 Delays and Interruptions. In the event of delays beyond the Contractor’s control, the Work completion timeframe may be extended by mutual written agreement.
1.2.2 Illness and Disability. If the Contractor experiences illness or disability that hinders the progress of the Work, the project may be extended by mutual written agreement.
1.3 Expenses. Unless otherwise agreed, the Contractor will not be reimbursed for expenses.
1.4 Payment. Payment terms will be determined based on the Contractor’s preference: 50% at the start and 50% upon completion or 100% upon completion.
1.5 Invoices. The Contractor will submit an invoice upon completion of the Work. The Client agrees to pay the remaining amount owed within 15 days of receiving the completed product. Late payments will incur a monthly late fee of 5.0% on the outstanding amount.
1.6 Support. Unless otherwise agreed, the Contractor will not provide support for any deliverables once the Client accepts them.
2. OWNERSHIP AND LICENSES.
2.1 Ownership. The Contractor acknowledges that all work product created as part of this Contract is the property of the Client upon full payment.
2.2 License. Upon receipt of full payment, the Contractor grants the Client a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, publicly display, and publicly perform the work product for commercial purposes. The Contractor retains the right to showcase the work product in their portfolio and websites for self-promotion purposes only, without commercial use.
2.3 Assistance with Ownership. The Contractor agrees to assist the Client in demonstrating ownership of the work product if necessary, including signing any required documents or applications. The Client will bear any associated expenses, and if the Contractor cannot be reached, the Client may act on their behalf.
2.4 Background Intellectual Property. The Contractor may use pre-existing intellectual property owned or licensed by the Contractor or third parties. This background intellectual property is not transferred to the Client but is licensed to the Client for use in developing, marketing, selling, and supporting the Client’s products and services, worldwide and free of charge.
2.5 Client’s Intellectual Property. The Contractor may use the Client’s intellectual property to fulfill the obligations under this Contract, as reasonably necessary. No additional intellectual property rights are granted, unless explicitly stated in this Contract.
3. NON-SOLICITATION. During the term of this Contract, the Contractor agrees not to encourage the Client’s employees, service providers, customers, or clients to discontinue their relationship with the Client.
4. REPRESENTATIONS.
4.1 Authority to Sign. Both parties represent and warrant that they have the authority to enter into this Contract and fulfill their obligations herein.
4.2 Ownership of Work Product. The Contractor represents that they own the work product and have the right to transfer ownership to the Client as outlined in this Contract.
4.3 Compliance with Laws. The Contractor promises that their work, including the work product, will comply with applicable laws and regulations.
4.4 No Infringement. The Contractor represents that their work product does not and will not infringe on any third-party intellectual property rights.
4.5 Client’s Review. The Client agrees to review the deliverables promptly, provide feedback, and make timely decisions to facilitate the progress of the Work.
4.6 Client-Supplied Material. If the Client provides material for incorporation into the work product, the Client represents that it has the necessary rights to use such material without infringing on any third-party rights.
5. TERM AND TERMINATION. This Contract remains in effect until terminated by either party. Termination may be initiated by sending written notice, and the Contract will terminate after 7 days from receipt of such notice. The Contractor must cease work upon receiving the termination notice, except if otherwise stated. The Client will pay for work completed up until the termination date and reimburse any agreed-upon, non-cancellable expenses.
6. INDEPENDENT CONTRACTOR. The Contractor is engaged as an independent contractor, responsible for their own equipment, schedule, and taxes. No employment relationship or partnership is formed.
7. CONFIDENTIAL INFORMATION.
7.1 Client’s Confidential Information. The Contractor agrees to treat any confidential information received from the Client as confidential, using it solely for the purposes of fulfilling the obligations under this Contract. The Contractor shall not disclose such information to third parties without the Client’s written permission.
7.2 Third-Party Confidential Information. Each party shall not share with the other party any third-party confidential information, unless expressly permitted to do so or obligated by law, and shall inform the other party of any restrictions associated with such information.
8. LIMITATION OF LIABILITY. Neither party shall be liable for breach-of-contract damages that were not reasonably foreseeable at the time of entering into this Contract.
9. INDEMNITY.
9.1 Contractor’s Indemnity. The Contractor agrees to indemnify the Client, its affiliates, directors, officers, employees, and agents from any liabilities, losses, damages, and expenses arising out of the Contractor’s work under this Contract, breach of obligations, or any misrepresentations made by the Contractor.
9.2 Client’s Indemnity. The Client agrees to indemnify the Contractor, its affiliates, directors, officers, employees, and agents from any liabilities, losses, damages, and expenses arising out of the Client’s breach of its obligations under this Contract.
10. GENERAL.
10.1 Assignment. The Contractor may not assign or delegate their rights or obligations under this Contract without the Client’s written permission. The Client may assign its rights and delegate its obligations without the Contractor’s permission.
10.2 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the state of Minnesota.
10.3 Modification; Waiver. Any modifications or waivers to this Contract must be in writing and signed by both parties.
10.4 Notices. Notices required under this Contract may be delivered personally, by email, Discord message, or by registered or certified mail to the addresses listed below or provided in writing as appropriate addresses for notice.
10.5 Severability. If any provision of this Contract is found to be unenforceable, the remaining provisions shall remain in full force and effect.
10.6 Entire Contract. This Contract constitutes the entire agreement between the parties and supersedes any prior agreements or understandings, both written and oral.
Client Name: Dale Critchley (Making It Better LLC)
Client Address: 183 Muriel Blvd, West St Paul, MN 55118
Client Email: dale@wyrmworkspublishing.com
Client Signature: Dale Critchley
Contractor Signature: