Palladio Content Inc

Creative Network Terms and Conditions

PALLADIO CONTENT Contractor Services Agreement.

This Contractor Services Agreement was last modified on Jan 30, 2012 and is effective immediately.

THIS AGREEMENT is made by and between Palladio Content, Inc. (“Company”) a corporation organized and existing under and by virtue of the laws of the Province of Ontario, and having an office and place of business at Toronto ON and (“Contractor”) a party having a business as indicated in Contractor’s online Company registration materials, said materials hereby incorporated by reference in this Agreement. Palladio Content and Contractor are referred to herein collectively (“The Parties”).

Background

Palladio Content is engaged in the business of providing video and multimedia production and post-production services, including but not limited to on-location filming, editing, and animation to Customers via its Palladio Content Service. Palladio Content services include but are not limited to on-location filming, editing of video, textual, audio and other Customer-provided media files and materials. Contractor has expertise and experience in areas beneficial to Palladio Content and desires to provide services to Palladio Content in those areas of expertise. In particular, it is the intention of Company to purchase and Contractor to provide, services relating to the production, post-production and processing of video and other media. Based on Contractor’s experience, as represented to Company by Contractor in Contractor’s registration and application materials, Palladio Content desires to engage Contractor for a Project and Contractor desires to render such services for the Project on the terms and conditions set forth below.

IN CONSIDERATION of the foregoing and of the mutual terms set forth below, The Parties, intending to be legally bound, agree as follows:

Engagement as Contractor. Palladio Content hereby engages Contractor, and Contractor hereby agrees to provide video and multimedia production and post-production services to Palladio Content, upon the terms and conditions set forth herein.

Duties. Contractor shall perform the services detailed in a supplied Scope of Work, incorporated herein in its entirety.

Independent Contractor Status. The Parties recognize that Contractor is an independent contractor and that Palladio Content will not incur any liability whatsoever as a result of Contractor’s actions or failures to act. Contractor shall at all times disclose that he is an independent contractor of Palladio Content. Palladio Content shall not withhold any funds from Contractor’s compensation for tax or other governmental purposes, and Contractor shall be responsible for the payment of same. Contractor shall not be entitled to receive any employment benefits offered to employees of Palladio Content, including but not limited to: workers’ compensation coverage; savings or profit sharing plans; stock option, incentive or other bonus plans; health, dental or life insurance coverage; and paid vacations. Palladio Content shall not exercise control over Contractor.

Contractor hereby expressly represents and warrants that, in the absence of an express written agreement between Company and Contractor to the contrary, all work performed for Company under this Agreement shall be performed personally by Contractor.

Compensation. Palladio Content shall pay to Contractor, as compensation for the services to be rendered, the amounts set out in the Statment of Work, Compensation, incorporated herein in its entirety provided that Contractor provides an undisputed numbered invoice. Palladio Content will pay within 90 days.

Unless expressly agreed between The Parties herein, Palladio Content shall not be obligated to provide a minimum number of hours of work, nor shall Contractor be entitled to receive any compensation for hours not actually worked.

Palladio Content shall reimburse Contractor only for such expenses as are pre-approved by Palladio Content.

Term. This Agreement shall commence on the date Contractor first registers and is accepted and shall continue until such time as either Contractor or Palladio Content terminates the Agreement as provided below.

Termination. The Parties agree that either Palladio Content or Contractor through written notice may terminate Contractor’s engagement under this Agreement at any time for any reason or for no reason. Upon termination, Contractor shall deliver all completed work and Company shall pay Contractor for completed work.

Confidential Information. In the course of performing work under this Agreement, Company will provide to Contractor information and content regarding and belonging to Company’s customers (“Customers”). Contractor hereby acknowledges and agrees that the ownership, including copyright rights to such Customer information and content, belong to Customer and/or Company.

“Confidential Information” means non-public information Company designates to Contractor as being confidential. Confidential Information includes all information Contractor reasonably knows to be Confidential Information. Confidential Information includes, without limitation, information in tangible or intangible form relating to and/or including Palladio Content’s technology, know-how, marketing or promotional activities, business policies or practices, and information received from others, including Customers, that Company is obligated to treat as confidential. For the purposes of this Agreement, all Customer content and Customer information provided to Contractor either directly by a customer and/or by Company be considered to be Confidential Information unless and until Company and/or Customer publishes such information or otherwise indicates to Contractor that the information is not Confidential Information.

Confidential Information shall not include any information, however designated, that:

(i) is or subsequently becomes publicly available without Contractor’s breach of any obligation owed Company;
(ii) became known to Contractor prior to Company’s disclosure of such information to Contractor pursuant to the terms of this Agreement;
(iii) is or subsequently becomes known to Contractor from a source other than Company other than by the breach of an obligation of confidentiality owed to Company; or
(iv) with respect to information other than customer information or customer content, is independently developed by Contractor.

Contractor shall:

(i) refrain from disclosing a) any confidential Information of Company to third parties for seven (7) years following the date that Company first discloses such Confidential Information to Contractor;
(ii) take reasonable security precautions, at least as great as the precautions Contractor takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of Palladio Content; and
(iii) refrain from using, including without limitation disclosing, reproducing, summarizing and/or distributing, Confidential Information of Company except in pursuance of Contractor’s business relationship with Company, and only as otherwise provided hereunder.

Notwithstanding the obligations herein, Contractor may disclose Confidential Information of Company in accordance with a judicial or other governmental order, provided that Contractor either:

(i) gives Company reasonable notice prior to such disclosure to allow Company a reasonable opportunity to seek a protective order or equivalent, or
(ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

Contractor may disclose Confidential Information to its affiliates, employees and Contractors only on a need-to-know basis. Contractor will have executed or shall execute appropriate written agreements with its affiliates, employees and Contractors sufficient to enable Contractor to enforce all the provisions of this Agreement. Contractor shall notify Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Contractor and Contractor’s employees, and will cooperate with Company in every reasonable way to help Company regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

Contractor shall, at Company’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Contractor as Confidential Information, or at Company’s option, certify destruction of the same.

Intellectual Property Rights. Contractor acknowledges that all works of authorship developed in the course of work performed pursuant to this Agreement and which are protectable by copyright, are “works made for hire,”. To the extent that such works do not constitute works made for hire under operation of law, Contractor hereby assign all rights, title and interest in and to such works to Palladio Content.

Contractor will provide Palladio Content with all assistance reasonably requested by Palladio Content to preserve its rights to the works of authorship and to obtain and enforce proprietary rights relating to any and all such works of authorship in any and all countries. To that end Contractor will, and/or will cause its employees to, execute, verify and deliver (A) such documents and perform such other acts (including appearing as a witness) as Contractor may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such proprietary rights and/or the assignment thereof, and (B) assignments to Palladio Content or its designee of such proprietary rights. Contractor’s obligation to assist Palladio Content with respect to proprietary rights in any and all countries shall continue after the termination of this Agreement. In the event Palladio Content is unable for any reason, after reasonable effort, to secure Contractor and/or Contractor’s employee(s) signature(s) on any document needed in connection with the actions specified hereinabove, Contractor hereby irrevocably designates and appoints Palladio Content and its duly authorized officers and agents as Contractor’s agent and attorney-in-fact, to act for and on Contractor’s and Contractor’s employee(s) behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this section with the same legal force and effect as if executed by Contractor and/or Contractor’s employee(s). Such appointment is coupled with an interest. Contractor hereby waives and quitclaims to Palladio Content any and all claims of any nature whatsoever which Contractor now or may hereafter have for infringement of any proprietary rights assigned by Contractor to Palladio Content.

Legal Relief. In the event Contractor breaches, or threatens to breach any of the covenants expressed herein, the damages to Palladio Content will be difficult to quantify; therefore, Palladio Content may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling Palladio Content from any other relief in either law or equity.

Adherence to Laws. Contractor agrees that in carrying out his duties and responsibilities under this Agreement, he will neither undertake nor cause, nor permit to be undertaken, any activity which either

(i) is illegal under any laws, decrees, rules, or regulations in effect in either the Canada or any other country in which Palladio Content has a business interest; or
(ii) would have the effect of causing Palladio Content to be in violation of any laws, decrees, rules, or regulations in effect in either the United States or any other country in which Palladio Content has a business interest.

Warranties & Representations. Contractor hereby represents and warrants to Company that

Contractor has the right and authority to enter into this Agreement,
Contractor has no conflicts or other obligations which would prevent Contractor from performing under this Agreement,
all services, work and deliverables to be performed hereunder shall be performed by him in a professional and workmanlike manner, in accordance with the highest industry standards, and
all works of authorship and/or inventions shall be original unless expressly identified as otherwise by Contractor to Company.

Indemnification. Contractor shall defend, indemnify and hold harmless Palladio Content and its officers, directors, employees, agents, parent, subsidiaries and other affiliates, from and against any and all damages, costs, liability, and expense whatsoever (including attorneys’ fees and related disbursements) incurred by reason of

(a) any failure by Contractor to perform any covenant or agreement of Contractor set forth herein;
(b) injury to or death of any person, any damage to or loss of property or any other loss, damage expense or liability that arises out of Contractor’s actions or failures to act in the performance of this Agreement, whether or not due to the negligence and/or willful acts of Contractor; or
(c) any breach by Contractor of any representation, warranty, covenant or agreement under this Agreement. Palladio Content shall have the right to offset against any fees or commissions due Contractor under this Agreement the amount of any indemnity to which Palladio Content is entitled under this section.

Entire Agreement/Amendments. This Agreement replaces and supersedes all prior agreements, relating to the subject matter hereof, between The Parties to this agreement. No alteration, modification, amendment or other change of this Agreement shall be binding on The Parties unless in writing, approved and executed by Contractor and an authorized officer of Palladio Content, whether by operation of law or otherwise.

Assignment. This Agreement is not assignable by Contractor, whether by operation of law or otherwise. This Agreement is freely assignable by Company.

Governing Law. This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario, and both parties further consent to jurisdiction by the local and federal courts sitting in the Province of Ontario.

Invalidity. The terms of this Agreement shall be severable so that if any term, clause, or provision hereof shall be deemed invalid or unenforceable for any reason by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining terms, clauses and provisions hereof, The Parties intending that if any such term, clause or provision were held to be invalid prior to the execution hereof, they would have executed an agreement containing the remaining terms, clauses and provisions of this Agreement.

Waiver of Breach. The waiver by either party hereto of any breach of the terms and conditions hereof will not be considered a modification of any provision, nor shall such a waiver act to bar the enforcement of any subsequent breach.

Background, Enumerations and Headings. The “Background,” enumerations and headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.

Company Property. All Company property, including Customer Materials in the possession or control of Contractor will be returned by Contractor to Palladio Content on demand, or at the termination of this Agreement, whichever shall come first.

Non-Solicitation. Contractor agrees for a period of two (2) years following termination of this agreement not to solicit, offer to hire and/or hire any Company employee.

IN WITNESS WHEREOF, The Parties have executed this Agreement effective the date first written above.

Appendix A: Scope of Work

I. Offer and Acceptance of Projects Company will, from time to time, offer to assign one or more Customer projects (“Project”) to Contractor. Each offered Project requires certain Contractor expertise and experience. Each offered Project specifies a corresponding time frame and scope of work and/or budget for Project completion. Each Project will typically include the editing of video or other content. Contractor agrees to accept only those Projects for which Contractor has the required expertise and experience. Contractor agrees to accept only those Projects, which Contractor reasonably believes Contractor can complete and deliver to Company within the specified time frames. If Contractor accepts a Project and subsequently believes the project will not be completed within the specified time frames, Contractor agrees to inform Company in a timely and direct manner so that Company can take appropriate action.

II. Contractor’s Communication with Company and Customers Contractor’s general scope of work includes the following:

Provide responses to all private messages from a Customer or Palladio Content within one business day.
Provide responses to all project-related communication, whether from a Customer or from Palladio Content within 1 business day.
Become familiar with and use/follow Company tools, processes and guidelines for the performance of Projects and for interactions with Customers, as may exist at the time of this Agreement and may be updated from time to time by Company.

III. Project Management For each Project offered by Company to Contractor and accepted for handling by Contractor, Contractor’s scope of work will include the following:

Complete the Project as defined by Company and Customer in a professional manner and in accordance with all schedule and/or budget considerations.
Conduct him/herself in a professional and courteous manner
Use the Palladio Content internal Project Management tools to manage the Project.
Use Palladio Content’s Payment Service for all financial processing provided that Contractor provides an undisputed numbered invoice.
Maintain accurate records of all invoices and payments between us.
Solicit customer’s feedback after a Project is completed.
After a Project is completed, leave objective, balanced ratings and feedback.
Retain all customer assets and final works for 90 days after project approval. Uploading project files and raw assets to Palladio Content is required for all projects.