Scope of Agreement. Contractor shall provide the following professional services (“Services”):
(a) The Contractor agrees to work for Yellow Paddle as a work-for-hire independent contractor providing photography services on an “as-needed” basis. The Contractor shall provide photography services for scheduled events (“Event” or “Events”), and shall at all times comply with the terms and conditions contained in the Photographers Manual, attached hereto as Exhibit A.
(b) The Contractor will be notified of Events on a case-by-case basis. Yellow Paddle is under no obligation to guarantee the Contractor any minimum number of Events. The Contractor is responsible for informing Yellow Paddle of any days or times that he or she is not available to provide the Services. The Contractor agrees that dates that are not specifically requested off are subject to booking for an Event.
(c) All client correspondence must be preformed in a timely manner. All files, as outlined in the Photographers Manual, must be delivered to Yellow Paddle no later than ten (10) days after the conclusion of an Event. Files must be presented as outlined in the Photographers Manual. All original RAW files must be kept by the Contractor for the Term of this Agreement.
(d) The Contractor shall provide editing services for all Work Product (defined herein) produced at any Event. Editing procedures are outlined in the Photographers Manual.
2. Term. The term of this Agreement shall be for twelve (12) months (“Term”).
3. Intent of the Parties. Contractor and Yellow Paddle expressly agree that the Contractor is performing the Services as an independent contractor and is not the agent, joint-venturer, employee or servant of Yellow Paddle. In addition, the parties expressly agree as follows: (a) CONTRACTOR SHALL SATISFY ALL TAX AND OTHER GOVERNMENTALLY IMPOSED RESPONSIBILITIES RELATING TO THE PERFORMANCE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, PAYMENT OF STATE, FEDERAL AND SOCIAL SECURITY TAXES, UNEMPLOYMENT TAXES, WORKERS’ COMPENSATION AND SELF- EMPLOYMENT TAXES. NO FEDERAL, STATE OR LOCAL TAXES OF ANY KIND SHALL BE WITHHELD OR PAID BY YELLOW PADDLE.
(b) Contractor does not have the authority to act for Yellow Paddle, or to bind Yellow Paddle in any respect whatsoever, or to incur any debts or liabilities in the name of or on behalf of Yellow Paddle.
(c) Contractor has and hereby retains control of and supervision over the performance of Contractor’s obligations hereunder.
(d) Yellow Paddle will not provide training or instruction to Contractor regarding the performance of Services hereunder.
(e) Contractor will not receive benefits of any type from Yellow Paddle.
(f) Contractor represents that it is engaged in providing similar Services to the
general public and is not required to work exclusively for Yellow Paddle.
(g) All Services are to be performed solely at the risk of Contractor and Contractor shall take all precautions necessary for the proper and sole performance thereof.
4. Contractor Responsibilities. In addition to all other obligations contained herein, Contractor agrees:
(a) To furnish all equipment and supplies, including any and all photography equipment and media cards, in such quantities and of the proper quality to professionally and timely perform the Services. All camera bodies must meet professional standards as outlined in the Photographers Manual. Yellow Paddle is not liable for any loss or damage to the Contractor’s equipment under this Agreement.
(b) To proceed with diligence and promptness and hereby warrants that such Services shall be performed in accordance with the highest professional workmanship and service standards in the field to the satisfaction of Yellow Paddle. If Contractor’s workmanship does not conform to such standards and Yellow Paddle notifies Contractor of the same, Contractor agrees to immediately take all action necessary to remedy the nonconformance. Any costs incurred by Contractor to correct such nonconformance shall be at the Contractor’s sole expense. If Contractor fails to perform the Services for a scheduled Event, Contractor shall be liable for any loss or any other financial liability suffered by Yellow Paddle in Yellow Paddle’s reasonable determination, due to a failure to perform.
(c) To comply, at its own expense, with the provisions of all state, local, and federal laws, regulations, ordinances, requirements, licenses and codes which are applicable to the performance of the Services hereunder.
(d) To read, become familiar with and abide by the policies and procedures, which Yellow Paddle shall promulgate from time to time, including the Photographers Manual.
(e) To refrain from using Yellow Paddle’s name or mark in any advertisement, promotion, business card, etc. without Yellow Paddle’s prior written consent. Contractor further agrees not to advertise, promote or represent to any customer, potential customer, supplier or any other third party that Contractor is Yellow Paddle’s employee. Instead, Contractor may represent only that the parties have an independent contractor relationship under which Contractor may accept from Yellow Paddle an opportunity to provide Contractor’s customary services.
(f) To keep in strict confidence all information including, but not limited to, price lists, contracts, financial documents, reports, product designs, documents, memoranda, marketing, research and business plans or analysis, maps, photographs, and customer and personnel information received from Yellow Paddle, or any information concerning the organization, business or finances of Yellow Paddle or any third party which Yellow Paddle is under an obligation to keep confidential (collectively, “Confidential Information”) and use only for Yellow Paddle’s exclusive benefit and solely for the purpose of effectuating this Agreement. All Confidential Information relating to Yellow Paddle, Yellow Paddle’s business, and/or Yellow Paddle’s clients that is disclosed by Yellow Paddle to Contractor pursuant to this Agreement will be safeguarded by Contractor and not disclosed to any third party without Yellow Paddle’s express written consent, nor used by Contractor for its own accounts or in any manner detrimental to Yellow Paddle, including to circumvent or to undercut Yellow Paddle’s business. Contractor shall be responsible for any damages resulting from disclosure of such Confidential Information by Contractor, whether inadvertent or otherwise. Contractor agrees and acknowledges that all such Confidential Information relating to the Services provided by Contractor under this Agreement are or shall become the exclusive property of Yellow Paddle. Promptly upon Yellow Paddle’s request, Contractor shall return to Yellow Paddle all materials, documents, or Confidential Information.
5. Compensation. (a) Payment. For the satisfactory performance of the Services hereunder, Yellow Paddle shall pay Contractor the following fixed amounts:
Secondary Photographer for a full day Event (4+ hours), including editing: $300
Half day Event (less than 4 hours), including editing: $100
90 minute photography session, including editing: $75
Personal client meetings as Secondary Photographer: $30
Primary Photographer for a full day Event (4+ hours),
including editing and client meeting: $350
Payment will not be made on a salary or hourly rate. Yellow Paddle shall have no obligation to make any payments until such time as Yellow Paddle accepts performance as satisfactory. Special sessions or meetings are subject to a special rate that will be agreed upon in advance. Contractor will be paid by the procedures outlined in the Photographers Manual.
(b) Reimbursement and Receipts. Yellow Paddle agrees to reimburse Contractor for certain expenses incurred in the performance of the Services, as further identified in the Photographers Manual. Contractor shall submit any receipts, mileage information, or other reasonable evidence of expenses incurred, along with a reimbursement form detailing all expenses incurred (collectively, “Reimbursement Request”). The Reimbursement Request must be submitted to Yellow Paddle within ten (10) days after the date of the Event at which such expenses were incurred.
6. Copyright & Reproduction Rights. Contractor acknowledges and agrees that any and all images or other work product produced by Contractor in performing the Services under this Agreement (the “Work Product”), shall be the property of Yellow Paddle, its affiliates, and subsidiaries. In addition, Contractor acknowledges that Yellow Paddle shall solely and exclusively be entitled to own and secure any and all rights, including but not limited to the copyrights, patents, trademarks, trade secrets and trade dress, as applicable, in the Work Product. The Contractor agrees not to sell, distribute, trade, hypothecate or otherwise transfer any Work Product taken during a contracted Event to any person, company, group, advertising agency or otherwise without Yellow Paddle’s prior written permission. Notwithstanding the foregoing, Yellow Paddle grants the Contractor permission to use the Work Product for the Contractor’s personal print portfolio, website, weblog, brochures, contests, or other advertising tools.
7. Termination. (a)Yellow Paddle. Yellow Paddle may not terminate this Agreement during the Term unless the specifications of this Agreement are not met by Contractor. If, at any time, Contractor’s performance or conduct under this Agreement is found by Yellow Paddle to be unsatisfactory or in breach of this Agreement, this Agreement may be terminated by Yellow Paddle immediately upon written notice. If damages are caused to Yellow Paddle as a result of the unsatisfactory performance or breach of this Agreement, Contractor shall be liable for damages including, but not limited to, any costs, attorney’s fees, special, indirect, incidental, or consequential damages, including loss of profits.
(b)Contractor. In the event Contractor desires to terminate this Agreement, Contractor must provide written notice to Yellow Paddle specifying the reason for such termination. Terminating a contract does not release Contractor from contracted Events, but disqualifies the Contractor from receiving additional Events. If Contractor requests to be removed from contracted Events already in place at the time of such termination, Contractor is subject to a re-scheduling fee of $100 per Event. If damages are caused to Yellow Paddle as a result of Contractor’s request for termination of this Agreement, Contractor shall be liable for damages including, but not limited to, any costs, attorney’s fees, special, indirect, incidental, or consequential damages, including loss of profits. Any outstanding financial obligations owed to Yellow Paddle shall be deducted from the Contractor’s final payment. If liabilities associated with a canceled contract are pending, all funds owed to the Contractor will be withheld by Yellow Paddle until the matter is resolved with the client. Any outstanding amounts owed to Yellow Paddle will be communicated to the Contractor in writing and must be paid within fourteen (14) days of written request therefore. Failure to comply with the terms of this Section 7(b) may result in legal action.
8. Indemnification. Contractor agrees to indemnify, defend (with counsel selected by Yellow Paddle) and hold harmless Yellow Paddle and its agents, employees, officers and directors (“Yellow Paddle Indemnified Parties”), from and against any and all claims, damages, losses, taxes, penalties, assessments, interest payments, fines and expenses, including but not limited to attorneys’ and expert witness fees, arising out of or resulting from i) any claim, demand, and/or determination that Yellow Paddle is the employer (whether sole, joint and/or common law) of Contractor (or any worker, employee or agent of Contractor); ii) any claim, demand or charge of discrimination or harassment brought by any third party or Yellow Paddle Indemnified Party based upon Contractor’s (or any worker, employee or agent of Contractor) acts or omissions in relation to Services performed under this Agreement, to the fullest extent permitted by law; iii) any claim for negligence by the Yellow Paddle Indemnified Parties in connection with the engagement of Contractor (or any worker, employee or agent of Contractor), arising under or relating to performance of this Agreement, to the fullest extent permitted by law; iv) any claim for injuries or deaths to any person or for damage to or destruction of property resulting from any act or omission of Contractor (or any worker, employee or agent of Contractor), arising under or relating to performance of this Agreement; and v) any misappropriation, misuse, theft, unfair competition or other acts or omissions of Contactor (or any worker, employee or agent of Contractor) that harms or damages Yellow Paddle or its business goodwill or reputation. Such obligations shall not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 8.
The indemnification obligation of Contractor under this Section 8 may include, but shall not be limited to, any limitation on amount or type of damages, compensation or benefits payable by or for Yellow Paddle under workers’ compensation acts, disability benefit acts, other employee benefit acts or any other federal, state or local law or regulation.
9. General Terms and Conditions.
(a) Enforcement and Waiver. The failure of either party in any one or more instances to insist upon strict performance of any of the terms and provisions of this Agreement, shall not be construed as a waiver of the right to assert any such terms and provisions on any future occasion or of damages caused thereby. The parties acknowledge that this Agreement is the result of negotiations, and agree that this Agreement may not be construed or interpreted against any party on the grounds of authorship. The Contractor represents that he or she has had the opportunity to review this Agreement in its entirety with his or her legal representative.
(b) Severability. If any of the provisions of this Agreement shall be determined to be invalid or otherwise unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the party shall be construed and enforced accordingly, to effectuate the essential intent and purposes of this Agreement.
(c) Nonexclusive Nature. This Agreement does not grant Contractor an exclusive privilege or right to supply Services to Yellow Paddle. Yellow Paddle makes no representations or warranties as to a minimum or maximum procurement of Services hereunder.
(d) Assignment and Sub-Contracting. Contractor may not assign or sub- contract any of its obligations under this Agreement without Yellow Paddle’s prior written consent. (e) Governing Law. This Agreement shall be construed and interpreted in accordance with, and its performance governed by, the laws of the State of Colorado.
(f) Exhibits. Any exhibits attached to this Agreement shall be incorporated and made a part of this Agreement.
(g) Entire Agreement, Amendments and Modifications. This Agreement constitutes the entire Agreement between Yellow Paddle and Contractor with respect to the subject matter of this Agreement and these provisions shall supersede or replace any conflicting or additional provisions whether written or verbal. In the event of a conflict between any provisions appearing in any other writing and in this Agreement, the provisions of this Agreement shall be controlling. This Agreement may not be modified or amended except in writing with the same degree of formality with which this Agreement has been executed.
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