Documente Academic
Documente Profesional
Documente Cultură
This agreement (the "Agreement") is made and entered into as of the ____ day of __________, 2XXX
(the “Effective Date”) by and between
a sole proprietorship firm incorporated under the Companies Act 1956/2013 and having its
office at ________________________, (hereinafter referred to as “Client” which expression shall, unless
it be repugnant to the context or meaning thereof be deemed to mean and include its successors
and assigns)of the First Part;
Whereas:
A. Client is engaged in the business of Production and sale of educational books for children.
B. Client intends to hire services of FREELANCER for working on the specific project,
(hereinafter referred to as THE WORK) named __________for the services of
____________nature with the specifications and caters to the requirement of such end users/
its Clients for a period of __duration_______months/hours/days.
C. The FREELANCER has represented to Client that he/she has requisite skill knowledge,
experience, infrastructure and capability to carry out and execute the above
job/project/assignment to be provided to its Client to their satisfaction and Client have
therefore agreed to engage the services of FREELANCER on the terms and conditions
hereinafter agreed;
D. The CLIENT have relied upon the profile provided by FREELANCER and Client have agreed
to his/her appointments on such terms and condition as stated herein and FREELANCER
has accepted the aforesaid appointment for the consideration and on the terms and
condition herein after appearing.
NOW, THEREFORE, for good and valuable consideration as specified herein, the receipt
and sufficiency of which is hereby acknowledged, the Parties, intending to be legally
bound, do hereby agree as follows:
1. Definitions:
a) Consideration shall mean and include the amount payable by the Client to FREELANCER as
reflected in clause ___ herein below.
b) Professional Expert shall mean any director or the Specified employee of Client who shall
assess or supervise the progress of the work/job to be carried out by the Freelancer at
every stage of the Project.
c) Website shall mean and include _____________________ or any other website which is or shall be
hosted, run, managed and maintained by Client.
2. Appointment:
CLIENT hereby appoints FREELANCER to carry out the WORK as specified hereunder to
perform its functions and duties on such terms and conditions as stated in this Agreement
and as instructed by Client or its Professional Expert from time to time.
3. Work.
Freelancer agrees to provide service ____nature of service_________ (the “Work”) at the
request of the Client for fees agreed upon in advance and turn in or deliver the Work by an
agreed upon deadline. The nature of the work is detailed and described in Annexure A and
is part and read with this agreement. Freelancer agrees to use reasonable care to ensure that
all facts and statements in the Work are true and that the Work does not infringe upon any
copyright, right of privacy, proprietary right, right of publicity or any other right of a third
party. Freelancer agrees that Client has the right to edit the Work as it deems appropriate for
publication, and that Freelancer will cooperate with Client in editing and otherwise
reviewing the Work prior to publication. Freelancer will cooperate with Client if any
complaints, claims or litigation should arise regarding the Work.
4. Term:
This Agreement shall be operative and effective for a period as specified in in this agreement
from the date of execution_____________2018 till ______________ hereof and the same shall remain
in force unless terminated earlier by Client alone as set out hereunder subject to receipt of
all the amounts and document and information by the Client as agreed under this agreement.
This Agreement may be extended period at the sole discretion of Client for such further time
and for new assignment of WORK, and on such terms and conditions as Client may deem fit
at such time.
9. Intellectual Property
All worldwide Intellectual Property Rights including but not limited to copyright, trademark
and other intellectual property rights of any nature whatsoever in FREELANCER Services
and the products (including but not limited to any literary, artistic or dramatic works,
algorithms, designs, know-how, processes, techniques, computer and software programs,
programming documentation, audio – visual recordings, programmes, promos, scripts,
articles, stories, features, cartoons, photographs, illustrations, graphics, books, audio
transcripts, audio- visual work, Video(s), logos, brand names or any other works of
authorship) of FREELANCER Services shall vest with Client and/or Client’s third party Client
in perpetuity and Client and/or Client’s third party Client shall have the exclusive right to
broadcast, re- broadcast, webcast, republish, resell or reuse in any form of media (print,
publishing, electronics, television, radio, internet, mobile, digital, web or any other form or
driven by technology or otherwise etc.) format and technology. The Services and the product
of FREELANCER Services are and shall be deemed to be specially commissioned for valuable
consideration and created at the instance for and on behalf of Client who shall be the sole,
exclusive first owner of the copyright therein (and all renewals and extensions thereof).
Where the products of the Services, is not deemed by applicable law to be commissioned
works made for valuable consideration, then FREELANCER hereby irrevocably grant and
assign to Client absolutely all exclusive rights of every kind in the Services and the products
of the Services rendered under this Agreement including all materials furnished, suggested
or otherwise contributed by FREELANCER throughout the universe, in perpetuity and in all
languages, including, without limitation the exclusive right to broadcast, re-broadcast,
webcast, republish, resell or reuse in any form of media ( print, publishing, electronics,
television, radio, internet, mobile, digital ,web or any other form or driven by technology or
otherwise etc.) format and technology. FREELANCER shall not be entitled to any residual
copyright or any other right/claim of any nature whatsoever. Neither FREELANCER nor
anyone claiming through FREELANCER shall claim any rights of any nature or payment of
any additional compensation of any nature whatsoever
Client shall have the right to use, alter, adapt, change, revise delete from, add to and or
rearrange the whole or any part of the product of the Services and to lengthen, shorten or
eliminate any portion thereof to the extent that Client desires and in such event
FREELANCER shall not have any claim for compensation for loss of opportunity, or for any
other reason whatsoever.
It is agreed that notwithstanding the provisions provided under law, all assignments granted
under this Agreement shall not lapse or revert to the assignor, even if Client does not
exercise the rights under the assignment.
13. Delivery.
a) First Working Draft.: Freelancer shall deliver to Client a first version of the complete WORK
no later than [DATE] (the “Rough Cut”).
b) Final Delivery Copy: Freelancer shall deliver the final delivery copy of the completed and
approved WORK to Client, in mutually agreed upon technical formats including high
definition DVD or other digital master copies, no later than [DATE] (the “Final Delivery
Copy”).
c) Revisions. Client at its sole discretion may instruct Freelancer to create one set of
revisions to the Rough Cut and the Final Delivery Copy at mutually agreed upon delivery
times.
d) Materials. All materials created by Freelancer pursuant to this Agreement, including drafts,
sketches, notes, digital files, and the Final Delivery Copy (collectively referred to as the
“Materials”). shall be the property of Client and shall be delivered to Client upon request. All
rights conveyed to Client herein vest and exist as of the moment of creation of any Materials.
e) Delivery Method. Delivery may be by any mutually agreed-upon method, including hand
delivery or overnight courier. Delivery shall be complete upon receipt by Client.
f) Progress Reports. Freelancer shall keep Client reasonably apprised of Freelancer’s progress
on the WORK by mutually agreed-upon communication methods.
14. Cancellation.
Upon written or verbal cancellation, Client is responsible for payment for all expenses
incurred and any work done toward the completion of the project based on the percentage
of project completed. Should Client cancel the project following its completion, Client is
responsible for full payment as per the above estimate plus all other expenses incurred.
15. Confidentiality:
Freelancer acknowledges that he/she may be furnished or may otherwise receive or have
access to information which relates to the Client’s past, present or future products, vendor
lists, creative works, ideas, marketing strategies, pending projects and proposals, and other
proprietary information which gives the Client an opportunity to acquire an advantage over
its competitors who do not know or use it (the "Proprietary Information"). Freelancer
agrees to preserve and protect the confidentiality of the Proprietary Information and all
physical forms thereof, whether disclosed to Freelancer before this Agreement is signed or
afterward. In addition, Freelancer shall not disclose or disseminate the Proprietary
Information to any third party and shall not use the Proprietary Information for his or her
own benefit or for the benefit of any third party. Without limiting the generality of the
foregoing, Freelancer shall be prohibited from discussing the Client or the Work with a
representative of the press or media, either directly or indirectly, without the Client’s
express prior written approval.
FREELANCER shall at his/her own expense indemnify, defend hold harmless and save losses of
Client, its affiliates and /or their officer/s, director/s, employee/s, representative/s and agent/s,
clients against:
a) Any claim, demand, Suit or other proceeding brought against Client or its Affiliates or their
directors officers and/or employees by any client or any third party/person including all
damages award, settlement, liabilities, losses, costs and expenses, attorneys fees related
thereto to the extent that such claims, suit, action, or other proceedings is based on or arises
from any action/omission or deficiency, delay or negligence caused in service provided/to
be provided by FREELANCER , or on account of any breach of the performance or
observance of the role, function, responsibilities or obligation of the FREELANCER specified
herein, in terms of this Agreement or under law or any rules or regulations statutory.
b) All losses, misappropriation, misuse or damage to the document(s) or information data or
assets/properties belongings ( movable or immovable) or comes to the possession or
control of FREELANCER, provided by the Client, from time to time before or after the
completion of Job/work the which are/to be in possession of or provided to the
FREELANCER or any other person engaged by the Freelancer or within the control of the
Freelancer or its or its employees/executive/personal or any other person engaged by the
Freelancer
c) Any claims, liabilities, damages, losses, cost, charges, expenses proceeding and action of any
nature whatsoever made or instituted against Client and/or any customer directly or
indirectly by reason of :
d) Any wrongful incorrect dishonest, unlawful, criminal, flatulent, or negligent work/ or
mistake/ default, misfeasance, disregard of duties or acts or omission by the FREELANCER
or his/her employees/executive/personnel or any other person engaged by him/her; or
e) Any theft, robbery, fraud or wrongful act omission by FREELANCER or its
employees/executive/personnel or any other person engaged by the Freelancer; or Any
breach of any provision of this Agreement by the FREELANCER or his/her
employees/executive/personnel or any other person engaged by him/her; or
f) Any loss or delay in handing over amount paid by the Client to Client
g) Client shall not have any liability whatsoever for any injury or damages or loss for any third
party claim, demand, Suit, action, or other proceeding to the FREELANCER or its
employees/executive/personnel or any other person engaged by Freelancer and /or in
course of performance of the duties and obligation of FREELANCER under this
Agreement .
h) Notwithstanding anything stated anywhere in the Agreement, FREELANCER shall be liable
to make good all claims, losses damages, cost, suits, actions, charges, expenses on account of
incorrect calculations, act or ommission in respect of WORK so assigned by the Client , done
omitted by the FREELANCER or any or his/her employees/executive/personnel or any
other person engaged by the Freelancer.
17. Indemnity:
FREELANCER shall, at FREELANCER sole expense, protect, indemnify, defend and hold
harmless Client, its subsidiaries/affiliates, and their directors, officers, shareholders, client,
successors and assigns and sub-licensees (collectively, “Client Indemnities”) from and
against any and all third party claims, causes of action, losses and liabilities, damages,
obligations, judgments, costs, expenses, fines, deficiencies, penalties, actions and suits
actually incurred (collectively, “Losses”), to the extent such Losses result from any material
breach by FREELANCER of this Agreement, FREELANCER representations and warranties
contained herein or any other obligations hereunder, in this agreement. In the event of any
such demand, claims, dispute is received by Client, then Client shall within 15 (fifteen) days,
intimate FREELANCER via a written notice and then FREELANCER shall promptly adjust,
settle or defend or otherwise resolve or dispose off such claim/demand at his sole cost.
This Agreement shall constitute the entire agreement of the parties and cannot be altered or
modified except in writing signed by both parties. Upon its execution, this Agreement shall
supersede all prior negotiations, understandings and agreements, whether oral or written,
and such prior agreements shall thereupon be null and void and without further legal effect.
Any waiver, modification or amendment of any provision of this Agreement will be effective
only if it is in writing and signed by both the Parties hereto.
Counterparts
This Agreement may be executed in counterparts, each of which shall be an original and all
of which together shall constitute one and the same instrument.
21. Jurisdiction:
All the disputes hereby arising out breach of this agreement shall be decided by the Courts in
Mumbai Only.
23. Notices
Unless otherwise provided herein, all notices or otherwise communicated under or in
connection with this Agreement shall be given in writing and may be sent by personal
delivery or post or any recognised courier and e-mail (having valid acknowledgement
thereto). The addressed for communication shall be as under : TFPL
Smart TOTS
Email ID
If to FREELANCER
E-mail:________________
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE
DULY EXECUTED AS OF THE DAY AND YEAR FIRST HEREINABOVE WRITTEN
WITNESS :
WITNESS :
Or
SIGNED AND DELIVERED )
BY THE WITHINNAMED
BY THE HAND )
OF its Managing Director, )
MR _________________ )
IN THE PRESENCE OF: )
WITNESS :
NATURE OF WORK