These Contractor Services Terms and Conditions (“Agreement”) set forth the terms and conditions pursuant to which Oranj Studio (“Oranj”) will perform services for the person or entity (“Client”) that has engaged Oranj pursuant to an Order Form or SOW (defined below).
Services
Subject to the terms and conditions of this Agreement, Oranj agrees to provide to Client the services (“Services”) the Services and each deliverable resulting from the Services the “Deliverable” or “Deliverables”) as set forth on a mutually agreed-upon order form or statement of work (“Ordering Document”). Each Ordering Document will be governed by the terms of this Agreement and is incorporated herein. Client will pay Oranj in accordance with the Ordering Document. Client will not control or direct the manner or means by which Oranj performs the Services.
Consideration & Payment Terms
The Services and/or Deliverables shall be provided at the fees or rates set forth in the Ordering Document. Client will pay invoices within 30 days of Client’s receipt thereof. Each party shall be responsible for any taxes and expenses it incurs as a result of the performance of this Agreement.
Termination
The term of this Agreement will begin on the Effective Date and continue for so long as any Ordering Document is in effect. Either party may terminate this Agreement or an Ordering Document at any time, with or without cause, upon ten (10) days written notice. Upon any termination, Client will pay Oranj all amounts which are payable for the Services provided or completed prior to the effective date of termination.
Ownership Rights
Oranj hereby irrevocably assigns to Client all right, title and interest in and to the Deliverables, and the Deliverables will be considered a “work made for hire” under 17 U.S.C. Section 101, et. Seq. (or similar designation if Oranj is located outside of the United States). To the extent that the Deliverables contain any material which is subject to any rights that are not effectively assigned to Client pursuant to the preceding sentence, Oranj hereby grants to Client a perpetual, irrevocable, royalty free, fully paid-up, transferable, worldwide license to such Deliverables.
Oranj will retain ownership to its Oranj’s preexisting proprietary information, or other proprietary materials, documents, information, templates, or third-party information, documents, materials, templates, intellectual property, software, or project tools (collectively, “Oranj Intellectual Property”). If Oranj Intellectual Property is made part of any Deliverables, or any Oranj Intellectual Property is required to use any Deliverables to receive benefit therefrom, Oranj hereby grants to Client a nonexclusive, worldwide, transferable, royalty-free, irrevocable, perpetual license to such Oranj Intellectual Property.
As between Oranj and the Client, the Client is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to Oranj by the Client (“Client Materials”), and all intellectual property rights therein.
Confidentiality
Both parties acknowledge and agree that either party (the “Disclosing Party”) may disclose certain confidential, proprietary, trade secret or other sensitive information (the “Confidential Information”) to the other party (the “Receiving Party”).
The Receiving Party will take all care to protect the Disclosing Party’s Confidential Information as it takes to protect its own Confidential Information, but in no case less than reasonable care. The Receiving Party will ensure that its employees and contractors are bound in writing to comply with these or substantially similar confidentiality requirements. The Receiving Party is responsible for its contractors’ compliance with the terms of this Agreement as they apply to the Receiving Party. The Receiving Party will not use or disclose Confidential Information of the Disclosing Party except as necessary to exercise its rights and perform its obligations hereunder. If the Receiving Party becomes aware of any unauthorized use or disclosure of Confidential Information of the Disclosing Party, the Receiving Party will notify the Disclosing Party immediately and will give full cooperation to minimize the effects of such unauthorized use or disclosure.
The foregoing obligations with respect to Confidential Information shall not apply with respect to any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee of the Receiving Party) generally available to the public, (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it by a third party without restriction, or (iv) was independently developed without access to or use of any Confidential Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided, to the extent legally permissible, the Receiving Party uses diligent reasonable efforts to notify the Disclosing Party of such requirement and works with the Disclosing Party in good faith to prevent or limit disclosure.
Warranties and Disclaimers
Oranj represents, warrants and covenants that it: (i) has the required skill, experience, and qualifications to perform the Services and will devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (ii) will perform the Services in a professional and workmanlike manner and (iii) will comply with all applicable laws in its performance of its obligations under this Agreement. EXCEPT AS OTHERWISE EXPRESSLY WARRANTED IN THIS SECTION 6, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
Relationship of the Parties
Notwithstanding any provision hereof, Oranj is an independent contractor and is not an employee, agent, partner or joint venturer of Client and will not bind nor attempt to bind Client to any contract. Oranj will accept any directions issued by Client pertaining to the goals to be attained and the results to be achieved by Oranj, but Oranj will be solely responsible for the manner and hours in which the Services are performed under this Agreement.
Limitation of Damages
EXCEPT FOR THE PAYMENT OF FEES, NEITHER PARTY SHALL HAVE ANY LIABILITY HEREUNDER FOR (1) CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR (2) ANY AMOUNTS IN EXCESS OF THE FEES PAYABLE.
Miscellaneous
This Agreement, along with all Ordering Documents, constitutes the entire agreement between the parties with respect to the subject matter of hereof and supersedes all prior agreements, discussions, proposals, representations or warranties, whether written or oral. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon without regard to the conflicts of laws provisions thereof. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
