THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made between PICHA (the “Company”), and (the “Freelancer”), with an office at _Lotus Plaza, 4th Floor, Chiromo Lane, for the purpose of setting forth the exclusive terms and conditions by which Company desires to acquire Freelancer’s services.
In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:
- Services. Company retains Freelancer, and Freelancer agrees to perform for Company, certain services set forth in Exhibit A to this Agreement (the “Services”).
- Consideration / Compensation:
(a) In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to Company (as determined by the Company), Company shall provide Freelancer, as full and complete compensation the sum of agreed upon compensation before commencement of services to be paid at the completion of the Services.
(b) Freelancer is not entitled to receive any other compensation or any benefits from Company. Except as otherwise required by law, Company shall not withhold any sums or payments made to Freelancer for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely Freelancer’s responsibility. Freelancer further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.
(a) Freelancer understands that, in connection with its engagement with Company, it may receive, produce, or otherwise be exposed to Company’s trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by Company, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by Freelancer under this Agreement), in addition to all information Company receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”).
(b) Freelancer acknowledges that the Confidential Information is the Company’s sole, exclusive and extremely valuable property. Accordingly, Freelancer agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any Confidential Information without Company’s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, except to Company employees and Freelancer Employees who need to know such Confidential Information in order to perform the Services. Freelancer shall require such Freelancer Employees to execute a non-disclosure agreement satisfactory to the Company before such Freelancer Employee is exposed to any Confidential Information. Upon termination or expiration of this Agreement for any reason, Freelancer agrees to cease using and to return to Company all whole and partial copies and derivatives of the Confidential Information, whether in Freelancer’s possession or under Freelancer’s direct or indirect control, including any computer access nodes and/or codes, and to arrange for the return of such materials by all Freelancer Employees.
(c) Freelancer shall not disclose or otherwise make available to Company in any manner any confidential and proprietary information received by Freelancer from third parties. Freelancer warrants that its performance of all the terms of this Agreement does not and will not breach any agreement entered into by Freelancer with any other party.
- Indemnification / Release:
(a) Freelancer agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless Company, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of Freelancer or any Freelancer Employee in the performance or failure to fulfill any Services or obligations under this Agreement.
- Insurance and Other Requirements:
(a) Freelancer warrants that it will obtain and keep in full force and effect at all times hereunder workers’ compensation, general liability and errors and omissions or professional liability insurance covering all of its Services. Company shall be listed as an additional named insured and/or as an additional loss-payee under such policies.
(b) Freelancer shall provide to the Company copies of all policies required to be maintained, and a Certificate of Insurance indicating said coverage shall be provided to Company upon request.
(c) Freelancer also warrants and represents that it has properly classified all of its workers, has and will maintain all required licenses and certifications.
This Agreement shall be effective on the date hereof and shall continue until terminated by either party upon 30 days written notice.
- Independent Contractor:
(a) Company and Freelancer expressly agree and understand that Freelancer is an independent contractor and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. Accordingly, Freelancer acknowledges that Freelancer and Freelancer’s Employees are not eligible for any Company benefits, including, but not limited to, health insurance, retirement plans or stock option plans. Freelancer is not the agent of Company and is not authorized and shall not have the power or authority to bind Company or incur any liability or obligation, or act on behalf of Company. At no time shall Freelancer represent that it is an agent of the Company, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those of the Company.
(b) Freelancer is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. Freelancer shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.
(a) This Agreement does not create an obligation on Company to continue to retain Freelancer beyond this Agreement’s termination. This Agreement may not be changed unless mutually agreed upon in writing by both parties.
(b) Freelancer hereby agrees that any breach of Section 3 by Freelancer will cause irreparable harm to Company and that in the event of such breach or threatened breach, Company shall have, in addition to any and all remedies of law and those remedies stated in this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of Freelancer’s obligations hereunder.
(c) Freelancer hereby agrees that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.
(d) This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not for or against either party.
(e) All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses as set forth at the beginning of this Agreement, or to such other address or addresses as either party may later specify by written notice to the other.
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INDEPENDENT CONSULTANT AGREEMENT SCOPE OF SERVICES
Company hereby retains Freelancer, and Freelancer hereby agrees to perform for Company, certain services, including, but not limited to the following:
1.0 Agreement Overview
This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between Picha and the ‘Photographer’ for the provision of photographic services required to support and sustain the product or service and should be read in conjunction with the “Service Provider Agreement – Photographer Agreement” signed by both parties.
This Agreement remains valid until superseded by a revised agreement mutually endorsed by the stakeholders.
This Agreement outlines the parameters of all photographic services covered as they are mutually understood by the primary stakeholders. This Agreement does not supersede current processes and procedures unless explicitly stated herein.
1.1 Goals and Objectives
The purpose of this Agreement is to ensure that the proper elements, commitments and standards are in place to provide a consistent photographic service.
The main goals of this Agreement are:
- Provide clear reference to service ownership, accountability, roles and/or responsibilities.
- Present a clear, concise and measurable description of service provision to the customer.
- Match perceptions of expected service provision with actual service support & delivery.
The following Service Provider(s) and Customer(s) will be used as the basis of the Agreement and represent the primary stakeholders associated with this SLA:
Photographer as specified in the “Photographer Agreement”
1.3 Periodic Review
This Agreement is valid from the Effective Date outlines in the “Service Provider Agreement – Photographer Agreement” with Picha and is valid until further notice. This Agreement should be reviewed at a minimum once per fiscal year; however, in lieu of a review any period specified the current Agreement will remain in effect.
The “Document Owner” is responsible for facilitating regular review of this document. Contents of this document may be amended as required, provided mutual agreement is obtained from the primary stakeholders and communicated to all affected parties. The Document Owner will incorporate all subsequent revisions and obtain mutual agreements/approvals as required.
2.0 Service Agreement
The following detailed service parameters are the responsibility of the Service Provider in the ongoing support of this Agreement.
2.1 Service Scope
The following Services are covered by this Agreement
- Scheduling process
- Minimum photographic image standards
- HD Enhanced image standards
- File transfer, formats and reporting
- Conduct and behaviour on site
2.2 Picha Requirements
Picha responsibilities and/or requirements in support of this Agreement include:
- Payment for all photographic services provided at the agreed costs and timelines as per the “Service Provider Agreement – Photographer Agreement”;
- Reasonable availability of the Picha Account Manager when resolving a service-related incident or request;
- Issuing the Photographer with a “Formal Offer of Assignment” (see Appendix A) within 48 hours of the agreed shoot date;
- Providing Photographer with full detailed brief of each project within 48 hours of agreed shoot date in the form of the agreed “Project Brief ” (see Appendix B); Providing the Photographer with the unique project link within 24 hours of the agreed shoot date to transfer all files and assets required for the fulfilment of the project.
2.3 Photographer Requirements
- Photographer responsibilities and/or requirements in support of this Agreement include:
- Ensuring that all “Formal Offer of Assignment” (See Appendix A) are agreed to or accepted within 48 hours before the agreed shoot date. Should the Service Provider not agree in writing, the project will be re-assigned and the order deemed as cancelled by the Photographer;
- Ensure that one is familiar with Picha by review the website www.pichaimages.com in order to answer client questions at the shoot;
- Ensure that the Photographer adheres to the “Service Assumptions” as specified in Clause 2.4;
- Ensuring that the unique project link has been issued by Picha representative 24 hours before the agreed shoot date. In the event, one has not been provided to notify Picha Account Manager immediately;
- Ensuring that the Photographer has the correct equipment to carry out the service (See Clause 2.4.1);
- Ensure that the Photographer is dressed in appropriate business casual attire and understand that they are representing Picha at the shoot site;
- Ensuring that the Photographer notified the Customer’s representative that they have arrived at the shoot by email, telephone or text (SMS);
- Ensuring that the Photographer arrives at the site at the agreed time as specified in the “Project Brief” (See Appendix B);
- Ensure that Photographer completes the “Photographer Handover Form” (See Appendix C) and that this is submitted to the Picha via the unique project link. Photographer must ensure that wherever possible please ensure that all image stitching is completed at shoot location to minimise reshoot requirements;
- Ensure that images are saved in the agreed naming convention as per the project’s “Formal Offer of Agreement” (See Appendix A);
- Unless otherwise agreed, all images must be uploaded stitched and include the RAW image files;
- Ensure that the Photographer emails Picha Account Manager to advise them that you have uploaded the files.
2.4 Service Management
Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.
2.4.1 Securing a booking
- A Picha Account Manager will contact the Photographer by phone or email with some initial details (approximate location and date and time of shoot) to check availability
- Once the Service Provider has confirmed availability the Picha Account Manager will formally confirm the photography booking via a “Formal Offer of Assignment” (see Appendix A) and share the schedule which must be confirmed.
- The Photographer must ensure that confirmation is sent in writing the Picha Account Manager 48 hours before the shoot for the booking to become active. Failure to confirm the booking will be deemed as the Service Provider cancelling the booking.
- The Photographer will be sent a unique project link for each project by your Account Manager or a member of the operations team before your scheduled shoot to upload all your processed jpeg and where applicable raw files. Should the Photographer not receive a unique project link they must notify Picha Accounts Manager representative immediately.
2.4.2 Before the Shoot
Before each project the Photographer must ensure:
- They have confirmed/ accepted the “Formal Offer Assignment” (see Appendix A)
- They have been provided with a unique project link
- They have the correct equipment for the project assigned.
2.4.3 Arrival Onsite
- Photographer to ensure they have confirmed with Picha Account Manager upon arrival at the shoot either by text message (SMS), email or by phone.
- Photographer to ensure they have checked the area carefully before you photograph, remove any unnecessary objects or ask the staff onsite to remove/hide the objects.
- Photographer to set up (with the help of creative directors/Assistants) get ready to shoot.
- Photographer executes the shooting and uploads the images to the unique project link.
2.4.4 Setting Up
Photographer must ensure the minimum set up standards are adhered to according to the Training manuals provided by Picha.
Full brief shall be provided on each scheduled assignment. The rules are different, and the Photographer shall ensure he/she understands the brief clearly before attending on site.
2.4.5 Post Production
- Upon completion of photoshoot, photographer shall upload the RAW images online and send to Picha for postproduction within an hour.