Agreement Effectivity & Outline

This agreement, referred to as the Independent Contractor Agreement ("Agreement"), becomes effective on the date the "Client" completes this form and reviews/agrees to its terms. The agency "Simonet Collective & Co." acts as the "Service Provider" herein.

Collectively, the Client and Service Provider are referred to as “Parties” in the document.

RECITALS:

WHEREAS, Client wishes to engage Service Provider for certain independent contracting services (the "Services"), as described more fully below;

WHEREAS, Service Provider has the skills, qualifications, and expertise required to provide the Services to the Client;

WHEREAS, Service Provider wishes to render such Services to Client.

NOW therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

• The Service Provider works as an independent contractor and is not an employee of the Client Company

• The Client is not responsible for providing any benefits like medical, dental, etc.

• The Service Provider will use their own professional tools and equipment

• The Service Provider is responsible for the day-to-day project management

• The Client is not financially responsible for any training

• The Service Provider is not eligible for worker’s compensation or unemployment as a result of this contract

Scope of Work/ Deliverables

The specifics of the Scope of Work/Deliverables are detailed within the form completed by the client, which constitutes their acknowledgment and acceptance of this agreement.

Payment Terms & Conditions

The client shall notify the Service Provider in writing one (1) month in advance whenever they would like to discontinue the engagement and vice versa. In case of termination, the client will pay the amount invoiced till the termination date to the Service Provider

The details regarding Remuneration, Invoicing, and Payment Terms are outlined within the form filled by the client, confirming their acknowledgment and acceptance of this agreement.

General Agreement

OWNERSHIP AND LICENSES

Client Owns All Work Product: As part of this job, the Service Provider is creating a “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 the Service Provider 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. The Service Provider hereby gives the Client this work product once the Client pays for it in full. This means the Service Provider 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.

Service Provider's Use Of Work Product: Once the Service Provider gives the work product to the Client, the Service Provider does not have any rights to it, except those that the Client explicitly gives the Service Provider here. The Client gives the Service Provider permission to use the work product as part of the Service Provider's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Service Provider's work and not for any other purpose. The Service Provider 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.

Service Provider's Right To Use Client IP: The Service Provider may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Service Provider to build a website, the Service Provider may have to use the Client’s logo. The Client agrees to let the Service Provider use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Service Provider's job. Beyond that, the Client is not giving the Service Provider any intellectual property rights, unless specifically stated otherwise in this Contract.

Service Provider's Help Securing Ownership: In the future, the Client may need the Service Provider's help to show that the Client owns the work product or to complete the transfer. The Service Provider agrees to help with that. For example, the Service Provider may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Service Provider, the Service Provider agrees that the Client can act on the Service Provider's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Service Provider after spending reasonable effort trying to do so, the Service Provider hereby irrevocably designates and appoints the Client as the Service Provider's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Service Provider and on the Service Provider'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"

Service Provider's IP That Is Not Work Product: During the course of this project, the Service Provider might use intellectual property that the Service Provider 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. The Service Provider is not giving the Client this background IP. But, as part of the Contract, the Service Provider 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. The Service Provider cannot take back this grant, and this grant does not end when the Contract is over.

It is at the sole discretion of the Client if or how they use the final product(s) of this agreement. This means that the Client may make additional edits, sell the project, or destroy it.

The Service Provider agrees to sign a document outlining proof of ownership for the Client in case they seek to patent the final product or utilize it in any commercial capacity.

COMPETITIVE ENGAGEMENTS

The Service Provider (and/or their employees, agents, representatives) shall be free to provide services or engage in any form of activity (including, but not limited to, any business, investment, or financial activities) whether for themselves or on behalf of or to other organizations, companies, or individuals who are or are potentially direct or indirect competitors of the Client.

SERVICE PROVIDER RIGHTS

The Client agrees that the Service Provider may use the project as part of their professional portfolio. This includes using the project on the Service Provider’s website or providing digital or physical assets to potential clients at their sole discretion.

The Service Provider understands that they retain no rights to the finished project aside from using it as a work sample.

If the Service Provider uses the project in any way that breaches this agreement, they may face legal action from the Client. This may result in the Service Provider giving up all rights to the project and having to pay reparations to the Client.

NON-SOLICITATION

Until this contract ends, the Service Provider won’t:

(a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client, or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Service Provider puts out a general ad and someone who happened to work for the Client responds. In that case, the Service Provider may hire that candidate. The Service Provider promises that it won’t do anything in this paragraph on behalf of itself or a third party.

REPRESENTATIONS

Overview: This section contains important promises between the parties.

Service Provider Has Right To Give Client Work Product: The Service Provider promises that it owns the work product, that the Service Provider 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 Service Provider uses employees or subcontractors, the Service Provider also promises that these employees and subcontractors have signed contracts with the Service Provider giving the Service Provider any rights that the employees or subcontractors have related to the Service Provider's background IP and work product.

Service Provider Will Comply With Laws: The Service Provider promises that the manner it does this job, its work product, and any background IP it uses to comply with applicable U.S. and foreign laws and regulations.

Work Product Does Not Infringe: The Service Provider promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Service Provider has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Service Provider 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 the Service Provider if the Service Provider has questions regarding this project, and to provide timely feedback and decisions.

Authority To Sign: Both Parties agree that they have the individual authority to enter into this agreement and perform the outlined obligations as stated in this agreement.

If it is later determined that either party was not able to sign for legal or other reasons, the contract will be voided in totality.

The Service Provider agrees that any intellectual property utilized in the project is obtained legally. If the Service Provider utilizes other employees or subcontractors, those individuals are also subject to the terms of this agreement.

INDEPENDENT CONTRACTOR

The Client is hiring the Service Provider as an independent contractor. The following statements accurately reflect their relationship:

• The Service Provider will use its own equipment, tools, and material to do the work.

• The Client will not control how the job is performed on a day-to-day basis. Rather, the Service Provider is responsible for determining when, where, and how it will carry out the work.

• The Client will not provide the Service Provider with any training. Client will not provide any training to Service Provider regarding the Services. Service Provider is an independent professional and will perform the Services in the manner and method Service Provider deems fit.

• The Client and the Service Provider do not have a partnership or employer-employee relationship.

• The Service Provider cannot enter into contracts, make promises, or act on behalf of the Client.

• Client may not control the hours or timing that Service Provider works. Service Provider does not need to keep track of hours nor is there any expectation that Service Provider works full-time hours.

• The Service Provider is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

• The Service Provider 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 the Service Provider or any of the Service Provider's employees or subcontractors.

CONFIDENTIAL INFORMATION

Both parties are subject to the terms of confidentiality. The Service Provider understands that they may have access to privileged client information like customer files, research data, and business strategies.

Similarly, the Client understands that they may have access to Service Provider processes and strategies that are unique to their business.

Each party agrees to maintain confidentiality on behalf of the other party while the contract is active and once it is completed.

If either party is unsure of the confidentiality of any information, it should be assumed confidential unless otherwise stated by the other party.

If the Service Provider works with any employees or subcontractors, those individuals must also sign a confidentiality agreement.

If any information was considered confidential at the time of contract signing but becomes public later on, the confidentiality clause is no longer applicable to that information.

Neither party may share confidential information from their third-party partners unless they have explicit permission to do so. If a third party agrees to share confidential information as part of the project, both Parties agree to maintain confidentiality on behalf of those third parties.

Overview: This Contract imposes special restrictions on how the Client and the Service Provider must handle confidential information. These obligations are explained in this section.

Third-Party Confidential Information: It’s possible the Client and the Service Provider each have access to confidential information that belongs to third parties. The Client and the Service Provider each promise that they 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 the Service Provider 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.

The Client’s Confidential Information: While working for the Client, the Service Provider 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. The Service Provider promises to treat this information as if it is the Service Provider's own confidential information. The Service Provider may use this information to do his/her job under this Contract, but not for anything else. For example, if the Client lets the Service Provider use a customer list to send out a newsletter, the Service Provider cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Service Provider written permission to use the information for another purpose, the Service Provider may use the information for that purpose, as well. When this contract ends, the Service Provider must give back or destroy all confidential information, and confirm that it has done so. The Service Provider promises that it will not share confidential information with a third party unless the Client gives the Service Provider written permission first. The Service Provider must continue to follow these obligations, even after the Contract ends.

The Service Provider's responsibilities only stop if the Service Provider can show any of the following: (i) that the information was already public when the Service Provider came across it; (ii) the information became public after the Service Provider came across it, but not because of anything the Service Provider did or didn’t do; (iii) the Service Provider already knew the information when the Service Provider came across it and the Service Provider didn’t have any obligation to keep it secret; (iv) a third party provided the Service Provider with the information without requiring that the Service Provider keep it a secret; or (v) the Service Provider created the information on its own, without using anything belonging to the Client.

SEVERABILITY

If during the course of arbitration, the contract is deemed unenforceable, the contract is terminated. The Client should pay for any completed work in full and in a timely manner.

‌The Service Provider must provide all physical and digital products to the Client, even if they are not completed as outlined in this agreement.

SERVICE PROVIDER INTELLECTUAL PROPERTY

The Client understands that the Service Provider may need access to the Client’s intellectual property, including but not limited to, logos, brand fonts and colors, scripting, and other design elements.

The Client agrees to provide complete access in a timely manner to any intellectual property necessary for the completion of the project.

The Service Provider agrees to have any partners sign similar agreements on behalf of the Client for the purposes of working on this project.

The Service Provider commits to working within all applicable laws as they apply to intellectual property. It is solely the responsibility of the Service Provider to ensure they comply with all legal guidelines, even if it requires additional research to ensure compliance.

Along these lines, the Service Provider guarantees that no work completed on behalf of the Client infringes on the intellectual property rights of others.

The Client agrees to review the work project as outlined in the tables above. The Client will also give timely responses for all feedback, questions, and project decisions to the Service Provider.

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.

If unforeseen circumstances impact either party’s ability to complete the contract, damages are limited to the costs outlined in this agreement. Neither party may pursue legal action or claim losses that extend beyond these terms.

INDEMNITY

Overview: This section transfers certain risks between the parties if a third party sues or goes after the Client or the Service Provider or both. For example, if the Client gets sued for something that the Service Provider did, then the Service Provider may promise to come to the Client’s defense or to reimburse the Client for any losses.

Client Indemnity: In this Contract, the Service Provider 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 the Service Provider has done under this Contract; (ii) a breach by the Service Provider of its obligations under this Contract; or (iii) a breach by the Service Provider of the promises it is making in the section "Representations".

Service Provider Indemnity: In this Contract, the Client agrees to indemnify the Service Provider (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 the Service Provider. The Service Provider can assign its rights or delegate its obligations under this Contract to a third-party/ under the Service Provider's team or subcontractors. Likewise, The Client may assign its rights and delegate its obligations under this Contract without the Service Provider's permission. This is necessary in the 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 the Service Provider 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.

AMENDMENTS

If either the Service Provider or the Client wishes to change the terms of this agreement, both parties must agree and adjustments must be put into writing as an amendment to this contract.

GOVERNING LAW

If the parties enter into a disagreement that requires legal action or arbitration, the state of both the Client and Service Provider shall oversee all proceedings. In the case of arbitration, an unbiased third party reviews the terms of this agreement and claims from both Parties to provide a final judgment.

Reviewers may determine that the entire agreement can be voided, or individual parts. If any single section of the agreement is terminated, the Parties must carry out all other pieces of the agreement as outlined in the Terms.

COMMUNICATION AND NOTICES

Both Parties agree to maintain consistent communication over the course of this agreement. If possible, all communication should be in writing.

If the Client and Service Provider have an in-person or phone conversation, all notes from the discussion should be documented and agreed upon via email.

Parties should deliver official notices in person, via email, or using certified mail to the contact information listed in this agreement.

If either Party changes their contact information, they agree to notify the other Party and make a written amendment to this agreement with appropriate additions.