FUELD FILMS INDEPENDENT CONTRACTOR AGREEMENT

TERMS AND CONDITIONS
 

The Terms and Conditions shall commence on the date the Contractor is to start providing its services.  No payment for service is due before any service or work has been performed or expenses have been incurred. 

In performing the services required, the Contractor will act as an independent contractor and not as an employee or agent of Fueld Films. 

The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in the performance of services.

In the performance of services, the Contractor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations. 

The Contractor shall be required to perform the specified services at the price(s) quoted.  All services shall be performed within the time period(s) specified. The Contractor shall be compensated only for work performed to the satisfaction of Fueld Films. 

Unless the Contractor has otherwise been authorized by Fueld Films, the Contractor shall submit an invoice itemized by line item to Fueld Films promptly after services are satisfactorily completed.  Fueld Films shall put forth reasonable efforts to make payment by the required payment date. The required payment date is: (a) the date on which payment is due under the terms of the Contract; (b) thirty (30) days after a proper invoice actually is received at the address if a date on which payment is due is not specified in the Contract – a “proper” invoice is not received until Fueld Films accepts the service as satisfactorily performed – or (c) the payment date specified on the invoice if later than the dates established by (a) and (b) above. Payment may be delayed if the payment amount on an invoice is not based upon the price(s) as stated in the Contract. If any payment is not made within fifteen (15) days after the required payment date, Fueld Films may pay interest as determined by the Contract. Payment should not be construed by the Contractor as acceptance of the service performed by the Contractor. 

Nothing herein is meant to exempt a Contractor from the payment of any taxes or fees that may be required to be paid with respect to the purchase, use, rental, or lease of tangible personal property or taxable services used or transferred in connection with the performance of a Contractor’s services.

The Contractor warrants that all services performed by the Contractor, its agents and subcontractors shall be free and clear of any defects in workmanship or materials. Unless otherwise stated in the contract. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to Fueld Films under the contract. The Contractor shall defend any suit or proceeding brought against Fueld Films on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. 

Fueld Films shall have unrestricted authority to reproduce, distribute, and use materials or services provided for the filming of content  for Fueld Films as part of the performance of the Contract. 

The Contractor shall hold Fueld Films harmless from and indemnify Fueld Films against any and all claims, demands and actions based upon or arising out of any activities performed by the Contractor and its employees and agents under this Contract and shall, at the request of Fueld Films defend any and all actions brought against Fueld Films based upon any such claims or demands. 

Fueld Films may, and in addition to its other rights under the Contract, declare the Contractor in default by written notice thereof to the Contractor, and terminate the whole or any part of this Contract for any of the following reasons: 1) Failure to begin work within the time specified in the Contract or as otherwise specified; 2) Failure to perform the work with sufficient labor, equipment, or material to insure the completion of the specified work in accordance with the Contract terms; 3) Unsatisfactory performance of the work; 4) Failure or refusal to remove material, or remove and replace any work rejected as defective or unsatisfactory; 5) Discontinuance of work without approval; 6) Failure to resume work, which has been discontinued, within a reasonable time after notice to do so; 7) Insolvency or bankruptcy; 8) Assignment made for the benefit of creditors; 9) Failure or refusal within 10 days after written notice to make payment or show cause why payment should not be made, of any amounts due for materials furnished, labor supplied or performed, for equipment rentals, or for utility services rendered; 10) Failure to protect, to repair, or to make good any damage or injury to property; or 11) Breach of any provision of this Contract.   In the event that Fueld Films terminates this Contract in whole or in part, Fueld Films may procure, upon such terms and in such manner as it determines, services similar or identical to those so terminated, and the Contractor shall be liable to Fueld Films for any reasonable excess costs for such similar or identical services included within the terminated part of the Contract.  If the Contract is terminated hereunder, Fueld FIlms, in addition to any other rights provided herein, may require the Contractor to transfer title and deliver immediately to Fueld Films in the manner and to the extent directed, such partially completed work, including, where applicable, reports, working papers and other documentation, as the Contractor has specifically produced or specifically acquired for the performance of such part of the Contract as has been terminated. Except as provided below, payment for completed work accepted by Fueld Films shall be at the Contract price. Except as provided below, payment for partially completed work including, where applicable, reports and working papers, delivered to and accepted by Fueld Films shall be in an amount agreed upon by the Contractor and Fueld Films. Fueld Films may withhold from amounts otherwise due the Contractor for such completed or partially completed works, such sum as XXXX determines to be necessary to protect XXXX against loss. The rights and remedies of Fueld Films provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. Fueld Films’s failure to exercise any rights or remedies provided in this paragraph shall not be construed to be a waiver by Fueld Films of its rights and remedies in regard to the event of default or any succeeding event of default. 

Neither party will incur any liability to the other if its performance of any obligation under this Contract is prevented or delayed by causes beyond its control and without the fault or negligence of either party. Causes beyond a party’s control may include, but aren’t limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and freight embargoes. The Contractor shall notify Fueld Films within five (3) days of the date on which the Contractor becomes aware, or should have reasonably become aware, that such cause would prevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under the contract is prevented or delayed and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. The Contractor shall have the burden of proving that such cause(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as Fueld Films may reasonably request. After receipt of such notification, Fueld Films may elect either to cancel the Contract or to extend the time for performance as reasonably necessary to compensate for the Contractor’s delay.

Fueld Films shall have the right to terminate the Contract for its convenience if Fueld Films determines termination to be in its best interest. The Contractor shall be paid for work satisfactorily completed prior to the effective date of the termination, but in no event shall the Contractor be entitled to recover loss of profits. The contractor shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the supplies or services delivered under this contract. Such reimbursement shall not include loss of profit, loss of use of money, or administrative or overhead costs. 

In the event of a controversy or claim arising from the Contract, the Contractor must, within six weeks after the cause of action accrues, file a written claim with Fueld Films for a determination. The claim shall state all grounds upon which the Contractor asserts a controversy exists. If the Contractor fails to file a claim or files an untimely claim, the Contractor is deemed to have waived its right to assert a claim in any forum. 

Subject to the terms and conditions of this Paragraph, this Contract shall be binding upon the parties and their respective successors and assigns. The Contractor shall not subcontract with any person or entity to perform all or any part of the work to be performed under this Contract without the prior consent of Fueld Films, which consent may be withheld at the sole and absolute discretion of Fueld Films. The Contractor may not assign, in whole or in part, this Contract or its rights, duties, obligations, or responsibilities hereunder without the prior written consent of Fueld Films, which consent may be withheld at the sole and absolute discretion of Fueld Films. Notwithstanding the foregoing, the Contractor may, without the consent of Fueld Films, assign its rights to payment to be received under the Contract, provided that the Contractor provides written notice of such assignment to Fueld Films together with a written acknowledgement from the assignee that any such payments are subject to all of the terms and conditions of this Contract. For the purposes of this Contract, the term “assign” shall include, but shall not be limited to, the sale, gift, assignment, pledge, or other transfer of any ownership interest in the Contractor provided, however, that the term shall not apply to the sale or other transfer of stock of a publicly traded company. 

During the term of the Contract, the Contractor agrees as follows: a. In the hiring of any employees for the manufacture of supplies, performance of work, or any other activity required under the Contract or any subcontract, the Contractor, subcontractor or any person acting on behalf of the Contractor or subcontractor shall not by reason of gender, race, creed, or color discriminate against any person who is qualified and available to perform the work to which the employment relates. b. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate against or intimidate any employee involved in the manufacture of supplies, the performance of work or any other activity required under the Contract on account of gender, race, creed, or color. c. The Contractor and any subcontractors shall establish and maintain a written sexual harassment policy and shall inform their employees of the policy. The policy must contain a notice that sexual harassment will not be tolerated and employees who practice it will be disciplined d. The Contractor shall not discriminate by reason of gender, race, creed, or color against any subcontractor or supplier who is qualified to perform the work to which the contract relates. e. The Contractor and each subcontractor shall furnish all necessary employment documents and records to and permit access to its books, records, and accounts by Fueld Films for purposes of investigation to ascertain compliance with this paragraph. Fueld Films may cancel or terminate the Contract, and all money due or to become due under the Contract may be forfeited for a violation of the terms and conditions of this paragraph. 

For purposes of this clause only, the words “confidential information,” “consent,” “contractor,” “financial interest,” and “gratuity” shall have the following definitions: Confidential information means information that is not public knowledge, or available to the public on request, disclosure of which would give an unfair, unethical, or illegal advantage to another desiring to contract or in competition with Fueld Films; Consent means written permission signed by a duly authorized officer of Fueld Films, provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, or contractual terms, Fueld Films shall be deemed to have consented by virtue of execution of this agreement; Contractor means the individual or entity that has entered into the Contract with Fueld FIlms, including directors, officers, partners, managers, key employees and owners of more than a five percent interest; Financial interest means: a) ownership of more than a five percent interest in any business; or b) holding a position as an officer, director, trustee, partner, employee, or the like, or holding any position of management; Gratuity means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The Contractor shall maintain the highest standards of integrity in the performance of the Contract and shall take no action in violation of state or federal laws, regulations, or other requirements that govern contracting with Fueld Films.  The Contractor, by execution of the Contract and by the submission of any bills or invoices for payment pursuant thereto, certifies, and represents that he or she has not violated any of these provisions, or any applicable laws, statutes, ordinances, or regulations. For violation of any of the above provisions, Fueld FIlms may terminate this and any other agreement with the Contractor, claim liquidated damages in an amount equal to the value of anything received in breach of these provisions, and claim damages for all expenses incurred in obtaining another Contractor to complete performance hereunder. These rights and remedies are cumulative, and the use or nonuse of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those Fueld Films may have under law, statute, regulation, or otherwise. 

The Contractor shall be responsible for and agrees to indemnify and hold harmless Fueld FIlms from all losses, damages, expenses, claims, demands, suits, and actions brought by any party against Fueld Films as a result of the Contractor’s failure to comply with any applicable law, statute, regulation, or otherwise, including any breach of any provision of the agreement. 

This Contract shall be governed by and interpreted and enforced in accordance with the laws of Texas (without regard to any conflict of laws provisions) and the decisions of the Texas courts. The Contractor consents to the jurisdiction of any state or federal court located within Travis County, Texas, waiving any claim or defense that such forum is not convenient or proper. The Contractor agrees that any such court shall have personal jurisdiction over it, and consents to service of process in any manner authorized by Texas law. 

The Contract, including all referenced documents, constitutes the entire agreement between the parties. No agent, representative, employee or officer of either Fueld Films or the Contractor has authority to make, or has made, any statement, agreement or representation, oral or written, in connection with the Contract, which in any way can be deemed to modify, add to or detract from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of the Contract. No modifications, alterations, changes, or waiver to the Contract or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties. 

Fueld Films reserves the right to issue change orders at any time during the term of the Contract or any renewals or extensions thereof. The change order shall be effective as of the date appearing on the change order, unless the change order specifies a later effective date.