Terms for Contractors

Confidential Agreement

​Independent Contractors of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios are privy to confidential and proprietary information. This information includes but is not limited to all data related to clients, contractors, and employees, i.e., their name, address, telephone numbers, social security number, bank account and credit card numbers, and any other data (financial or otherwise) related to PHOTOHRAPHER IN LLC, DBA Serge Creator Studios clients as well as any financial information of any kind relating to PHOTOHRAPHER IN LLC, DBA Serge Creator Studios.​This Confidentiality Agreement includes but is not limited to PHOTOHRAPHER IN LLC, DBA Serge Creator Studios modes and methods of conducting business, how the company produces and markets PHOTOHRAPHER IN LLC, DBA Serge Creator Studios products, services, customer, vendor, and referral source lists, all copyrighted and non-copyrighted computer software programs. ​Based on the above, the Contractor agrees to the following:​

1. This confidential information is not to be disclosed to anyone outside of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, or used by me for any purpose once my contract has been terminated or separation with PHOTOHRAPHER IN LLC, DBA Serge Creator Studios has occurred.

2. I acknowledge that I have regular access to confidential and proprietary information, both written and verbal, and understand that this information is considered privileged and extremely confidential to PHOTOHRAPHER IN LLC, DBA Serge Creator Studios. It is my continuing individual responsibility during and after my contract with PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, not to, under any circumstances, divulge or share this information outside of the work arena.

3. It is understood that unauthorized disclosure of classified information will violate my contractual obligations to PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, and may subject me to civil suit and/or State and Federal criminal penalties.

4. I will use my best efforts to exercise the utmost diligence to protect and guard the confidential material of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios. Neither during my contractural agreement with PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, as well as after separation from PHOTOHRAPHER IN LLC, DBA Serge Creator Studios will I, directly or indirectly, use for myself, another, or other businesses, confidential information (whether acquired, learned, obtained or developed by me alone or in conjunction with others) unless consent is obtained in writing from the CEO/Owner/President of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios. This applies to business practices, procedures, work products, trade secrets, insider information, and PHOTOHRAPHER IN LLC, DBA Serge Creator Studios templates.

5. At the request of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, I will, at any time, promptly deliver to PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, without retaining any copies, notes or excerpts thereof, all memoranda, journals, notebooks, diaries, notes, records, plans, specifications or other documents that relate directly or indirectly to any confidential or exclusive information made, compiled or obtained by me. The provisions shall continue in full force and will be effective after the end of my contractural agreement with PHOTOHRAPHER IN LLC, DBA Serge Creator Studios.

6. Any personal and/or company documents or documents created by me (either in the computer or handwritten) for use by PHOTOHRAPHER IN LLC, DBA Serge Creator Studios become the property of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios. They may not be altered, destroyed, removed, deleted, or copied.

The contractor acknowledges that any violation of this agreement is grounds for disciplinary action, up to and including contract termination with cause, at the discretion of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios management.

Compensation

PHOTOHRAPHER IN LLC, DBA Serge Creator Studios shall pay the Contractor according to the agreed-upon timelines for each month the work was performed. Work is performed hourly or project-based at the agreed-upon hourly rate.​

Expenses

​The contractor may incur some reimbursable expenses. These expenses must be pre-approved, reasonable, and necessary for the Contractor to complete work as requested by PHOTOHRAPHER IN LLC, DBA Serge Creator Studios.​

Term and Termination

​The contractor's engagement with PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, under this Agreement shall commence and be active until either party terminates this agreement for any reason.​The contractor acknowledges and agrees that this contract with PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, may be canceled by either party for any reason.​ At the time of contract cancellation, the Contractor agrees to return all property of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, immediately. This property includes but is not limited to camera and video equipment, podcast equipment, keys, reports, notes, and documents. The contractor shall reimburse PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, for any property lost or damaged in an amount equal to the current market price of such property.​

Independent Contractor

​The Parties agree and acknowledge that the Independent Contractor is an independent contractor and is not, for any purpose, an employee of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios. Independent Contractor has no authority to enter into agreements or contracts on behalf of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, and shall not represent that it possesses any such authority. Independent Contractor shall not be entitled to any of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios's benefits, including, but not limited to, coverage under medical, dental, retirement, or other plans. PHOTOHRAPHER IN LLC, DBA Serge Creator Studios shall not be obligated to pay worker's compensation insurance, unemployment compensation, social security tax, withholding tax, or other taxes or withholdings for or on behalf of the Independent Contractor in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create a relationship of partnership, a joint venture, or any other fiduciary relationship.​

Ownership of Work

PHOTOHRAPHER IN LLC, DBA Serge Creator Studios owns all work the Contractor performs. The Parties agree that all work product, information, or other materials created and developed by the Independent Contractor in connection with the performance of the Services under this Agreement and any resulting intellectual property rights (collectively, the “Work Product”) are the sole and exclusive property of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios. The Parties acknowledge that the Work Product shall, to the extent permitted by law, be considered a “work made for hire” within the definition of Section 101 of the Copyright Act of 1976, as amended (the “Copyright Act”) and that PHOTOHRAPHER IN LLC, DBA Serge Creator Studios is deemed to be the author and is the owner of all copyright and all other rights therein. Suppose the work product is not deemed a “work made for hire” under the Copyright Act. In that case, the Independent Contractor hereby assigns to PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, all of the Independent Contractor’s rights, title, and interest in and to the Work Product, including but not limited to all copyrights, publishing rights, and rights to use, reproduce and otherwise exploit the Work Product in any formats, media, or all channels, whether now known or hereafter created. The contractor can use work directly created for editorial and portfolio purposes only.​

Mutual Representations and Warranties

​Both PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, and Independent Contractor represent and warrant that each Party has full power, authority,y and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consent is necessary to enter into or perform this Agreement.​

Indemnification

​The Independent Contractor shall indemnify and hold harmless PHOTOHRAPHER IN LLC, DBA Serge Creator Studios from any damages, claims, liabilities, loss, and expenses, including reasonable attorney’s fees, arising out of any act or omission of the Independent Contractor in performing the Services or the breach of any provision of this Agreement by Independent Contractor.​

Governing Law

​The terms of this Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of the State of California without regarding its conflicts of law provisions.

Binding Effect

​This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Entire Agreement

​This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior negotiations, understandings, and agreements of the Parties.

Amendments

​No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by both Parties.

Notices

​Any notice or other communication given or made to either Party under this Agreement shall be in writing and delivered by mail or electronically to the address or email address stated above or to another address as that Party may subsequently designate by notice and shall be deemed given on the delivery date.

Waiver

​Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. A waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

Further Assurances

​At the request of one Party, the other Party shall execute and deliver such other documents and take other actions as may be reasonably necessary to effect the terms of this Agreement.

Non-Compete and Non-Solicitation Agreement

This agreement is effective on the signing date up to and including the contract's final date with PHOTOHRAPHER IN LLC, DBA Serge Creator Studios.

Covenant Not to Compete:

During the course of your cooperation with the Company, you agree not to work for or provide any services to any solar industry competitor of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, nor will you engage in any competitive activity concerning PHOTOHRAPHER IN LLC, DBA Serge Creator Studios in the solar industry. Competitive activity includes but is not limited to, forming or making plans to form a business entity to directly compete with any business of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, in the solar industry. The above provisions do not prevent you from seeking or obtaining employment or other forms of business relationships with a competitor after the termination of cooperation with the PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, so long as such competitor was in existence before the termination of your relationship with PHOTOHRAPHER IN LLC, DBA Serge Creator Studios. You were in no way involved with the organization or formation of such a competitor.

Non-solicitation:

The contractor agrees that at no time during the term of the services provided to PHOTOHRAPHER IN LLC, DBA Serge Creator Studios, or anytime thereafter, will the Contractor solicit, recruit, or induce any employee, independent contractors of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios. The contractor will not solicit any of PHOTOHRAPHER IN LLC, DBA Serge Creator Studios’s clients, or prospective clients to perform any services for such clients or prospective clients, and the Contractor shall not assist any other person or entity in doing so without PHOTOHRAPHER IN LLC, DBA Serge Creator Studios’s prior written consent.​ The contractor acknowledges that you have read and understand the foregoing Agreement and agrees to comply with its terms.

Bi-Lateral Non-Disclosure and Non-Circumvention

Definitions:

Between us, PHOTOHRAPHER IN LLC, DBA Serge Creator Studios and all of its representatives, and Contractor and its representatives. Collectively, the two parties may be referred to as ‘we’ or ‘us.’​​

Summary:

Neither of us will share confidential information about each other with anyone outside of this agreement.

Confidential Information

Anything we write or say to each other in a phone call, chat window, email, or any other method, including smoke signals and telepathy, is considered confidential. It might relate to a project, our business, or something technical like a password. This agreement shall cover any item shared between the parties.​We’ll both keep sharing information with ourselves and won’t use it except for the reason it was shared. Both parties agree to take necessary steps to ensure that the information shared remains confidential. This includes files, online system access, and usernames and passwords.​Suppose either party believes there’s a possibility that any confidential information might have been compromised. In that case, both parties agree to inform the other promptly so we can take all necessary steps to protect ourselves. Both parties agree to assist the other in resolving any problems that might arise if confidential information is compromised. When this agreement ends, both parties agree to return any physical or digital materials and delete any copies we may have.

Non-Confidential Information

​This agreement doesn’t apply to any information already in the public domain or will become public by any means. This agreement also does not protect against disclosing information due to court order.

How long does this agreement last?

​Unless we’ve agreed otherwise - for example, within a separate contract - this agreement lasts until it is canceled in writing or until the independent contractor agreement is canceled. On or before that termination date, either of us can then specify items of confidential information that must never be disclosed. These might include a password or information about a project or our business.​

Severability

​If, for some reason, one part of this contract becomes invalid or unenforceable., the remaining parts remain in place. This contract is a legally binding document under the exclusive jurisdiction of American and Canadian courts.

Changes to Terms

We may change these Supplemental Terms from time to time. If we make a material change, we will provide the Customer with reasonable notice before the change takes effect. The Customer understands and agrees that using the Serge Creator Studios Services after the date on which these Supplemental Terms have changed will constitute acceptance of the updated Supplemental Terms.