Graybill Creative Contractor MSA
The above named consultant and Graybill Creative, L.L.C., have agreed for the consultant to provide services to Graybill Creative, LLC on a consulting basis pursuant to the terms of this Agreement, and not as an employee of Graybill Creative.
1. Engagement. Graybill Creative desires to engage the consultant as an independent contractor, to perform services which may include developing graphic design elements and/or online marketing elements and/or other work. The consultant shall consider all directions and instructions given by Graybill Creative. But the consultant, as an independent contractor, shall independently determine the time and manner of the performance of the consultant’s duties and responsibilities.
2. Terms of the Agreement. The term is until both parties mutually agree the work has been completed. The agreement may be terminated by either party giving written notice, to the other party in writing, via email, or by phone with subsequent confirmation.
3. Fee or Payment. Graybill Creative agrees to pay the consultant in accordance with the agreed-upon rate. Any modifications to the rate must be agreed upon by both parties.
4. Invoicing. If requested by Graybill Creative, the consultant shall submit an itemized invoice of services performed during any particular period. Email is the preferred method.
5. Relationship. The consultant shall perform the services as an independent contractor. Nothing contained in this agreement shall be construed to place the respective parties in a relationship as partners, joint ventures, or employer and employee, nor shall the consultant be considered in any sense an affiliate of Graybill Creative. The consultant should not have any authority to create or assume in the name of the Graybill Creative any obligation, express or implied, or to act or purport to act as Graybill Creative’s agent or legally empowered representative for any purpose whatsoever other than as provided herein.
6. Assistance. Graybill Creative agrees to provide services and support to the consultant in accomplishing the goals outlined above. Such support may include the time of appropriate personnel at Graybill Creative and/or its affiliates, full access to company records and files, and use of databases and other research tools available to Graybill Creative.
7. Ownership of Information. Right to the work submitted to Graybill Creative is transferred to Graybill Creative. Any work copyrighted by someone else other than the consultant (included but not limited to open-source software and stock images) remains the property of their respective owners. The consultant may retain the right to display graphics and other elements as examples of their work in their portfolio.
8. Copyrights and Trademarks. The consultant represents to Graybill Creative and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Graybill Creative for inclusion in services by the consultant are owned by the consultant, or that the consultant has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Graybill Creative and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
9. Limitation of Liability. In no event shall either party be liable to the other for any indirect, special, exemplary, or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under the agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. The maximum remedy available to either party is any amount paid by client hereunder. Graybill Creative makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
10. Governing Law. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue and jurisdiction, this agreement was entered into in Tuttle, Oklahoma, and any dispute will be litigated or arbitrated in Grady County, Oklahoma.
11. Sole Agreement. The agreement contained in this “Agreement for Consultants" constitutes the sole agreement between Graybill Creative and the consultant.
12. Severability. If any provision of this Agreement is declared void or unenforceable, such provision shall be appropriately modified or, if necessary, severed from this Agreement, the remainder of which shall otherwise continue full force and effect.
The undersigned agrees to the terms of this agreement on behalf of his or her organization or business or as an individual.
March 26, 2023
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Document Name: Graybill Creative Contractor MSA
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