WORK FOR HIRE CONSULTANT AGREEMENT This Agreement is made [DATE], 2008 between The Open Planning Project, Inc., a New York corporation having a principal place of business at 377 Broadway, New York, NY 10013 ("Company"), and [NAME] an individual residing at [ADDRESS]. ("Consultant"). In consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Services. Consultant agrees to provide the services specified in Exhibit A attached hereto and incorporated herein. Such services are hereinafter referred to as "Services." 2. Term. This Agreement shall continue until the earlier of (a) the completion of the Services to Company’s satisfaction, or (b) until terminated by either party on written notice, provided that termination by Consultant shall not be effective until satisfactory completion of the Services unless otherwise agreed in writing. In the event of any termination of this Agreement, Articles 5, 6, 7, 8, 9, and 10 hereof shall survive and continue in effect. 3. Payment for Services. As full compensation for the Services, Company agrees to pay Consultant the fee amount(s) set forth in Exhibit A. 4. Independent Contractor. It is understood and agreed that Consultant shall perform the Services as an independent contractor and consultant. Consultant shall have no authority to make any agreement or commitment for Company, to incur liability or obligation in the Company's name or on its behalf, or represent to third parties that it has any right to bind the Company. Consultant shall not be deemed to be an employee of Company. Consultant shall not be entitled to any benefits provided by Company to its employees, and Company will make no deductions from any payments due to Consultant hereunder for state or federal taxes, unemployment insurance, or any other purpose. Consultant agrees to be personally responsible for any and all taxes and other payments due on compensation or expense reimbursements received from Company hereunder. 5. Representations and Warranties.
5.1 Ownership of Work Product. Except as is otherwise specified in Exhibit A, all copyrights, patents, trade secrets, or other intellectual property rights associated with any works of authorship, ideas, concepts, techniques, or inventions developed or created by Consultant during the course of performing the Services (collectively, the "Work Product") shall belong exclusively to Company and shall, to the extent possible, be considered a work made for hire for Company within the meaning of Title 17 of the United States Code. Consultant automatically assigns without any requirement of further consideration, all right, title, or interest Consultant may have in such Work Product, including any copyrights or other intellectual property rights pertaining thereto. Upon request of Company Consultant shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.
5.2 Original Development. Consultant represents and warrants that (a) during Company's retention of Consultant, Consultant will not disclose to Company, or use, or induce Company to use, any
confidential, proprietary or trade secret information of others, (b) Consultant has returned all property and confidential, proprietary and trade secret information belonging to all prior employers or clients, if any, and (c) Consultant’s performance of the terms of this Agreement will not breach any agreement to keep in confidence confidential proprietary and trade secret information acquired by Consultant in confidence or in trust prior to being retained by Company. Consultant further represents and warrants that the Work Product does not willfully infringe upon or misappropriate the rights, including but not limited to intellectual property rights, of any third party, and that Consultant has obtained approval from all persons or entities whose approval is required for the incorporation of any content into the Work Product. 5.3 Confidentiality. Consultant shall maintain in strict confidence, and shall use and disclose only as expressly authorized by Company, all information of a sensitive or proprietary nature that Consultant receives in connection with performing the Services. These restrictions shall not be construed to apply to (1) information that is or becomes generally available to the public without violation of a confidentiality obligation owed to Company; or (2) information that can be established by written evidence to have been independently developed or acquired by Consultant without reliance in any way on protected information of Company. Notwithstanding the foregoing restrictions, Consultant may disclose any information to the extent required by an order of any court or other governmental authority, but only after Company has been so notified and has had sufficient opportunity to seek reasonable protection for such information in connection with such required disclosure. 5.4 Other Agreements. Consultant represents and warrants that the signing of this Agreement and the performance of Services hereunder is not and will not be in violation of any other contract, agreement or understanding, whether oral or written, to which Consultant is or will be a party. 6. Indemnification. Consultant shall indemnify Company from all claims, losses, and damages which may arise from the breach of any of Consultant’s obligations, representations, or warranties under this Agreement. 7. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to its choice of law rules. 8. Dispute Resolution. The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement or to the breach thereof. Any unresolved or uncured controversy, claim or breach shall be settled by a single arbitrator, in accordance with the Rules of the American Arbitration Association applicable to commercial disputes, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration shall take place in the County of New York and the arbitration proceedings shall be conducted in confidence. The procedures specified in this Section 8 shall be the sole and exclusive procedures for the resolution of disputes between the parties, except that a party may seek a temporary restraining order, preliminary injunction or other preliminary judicial relief from a State or Federal court located in New York County in the State of New York if in that party's judgment such action is necessary to avoid irreparable damage. Each party hereby agrees to submit to the jurisdiction of the State and Federal courts located in New York County in the State of New York, and each party hereby waives the defenses of improper venue or inconvenient forum, for such purpose. 9. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity or enforceability of the other provisions shall not be affected.
10. General. This is not an employment contract. Consultant may quit at any time with or without cause, and Company may terminate Consultant’s provision of Services at any time with or without cause. This Agreement supersedes and replaces any existing agreement entered into by Consultant and Company relating generally to the same subject matter, and may be modified only in a writing signed by Company. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above. [NAME] The Open Planning Project, Inc.
By: [NAME] MAILING ADDRESS 1 MAILING ADDRESS 2 CITY, STATE ZIP TELEPHONE NUMBER EMAIL ADDRESS Name: Jacqueline Arasi Title: Executive Director
SSN#EXHIBIT A SERVICES
Attached to and made a part of the Work for Hire Consultant Agreement between Company and [NAME] DATED ______________.
1. Services to Be Provided Core Responsibilities: Assisting with Livable Streets Launch: Researching and writing StreetsWiki articles on livable-streets-related topics Completing posted articles with citations, links, images, and categorization in a polished manner General editorial maintenance of the site: editing, linking, creating new stub articles, and intervening on highly contentious topics 2. Fees $20 per hour
Fees should be invoiced at least once per month and are payable within 10 days of receipt of invoice.
[NAME]
The Open Planning Project, Inc.
By: [NAME] MAILING ADDRESS 1 MAILING ADDRESS 2 CITY, STATE ZIP TELEPHONE NUMBER EMAIL ADDRESS SSN# Name: Jacqueline Arasi Title: Executive Director