BroadwayWorld Onboarding – California

This Freelance Writer California Independent Contractor Agreement (this “Agreement”) is made effective as of the date of execution (the “Effective Date”), by and between Wisdom Digital Media Inc. (the “Company”), and the individual completing this form (“Contractor”). The Company and Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

  1. Services to be Performed by Contractor. The Company hereby engages Contractor as an independent contractor to write articles and other materials at the Company’s request for the Company’s publication (the “Services”). The manner and method of producing the articles and other written materials are solely at the discretion of the Contractor. The Company has no right of control over Contractor’s manner or method of performance under this Agreement. The Contractor agrees that the Company has the right to edit the articles or other written materials as it deems appropriate for publication.
  2. Independent Contractor Relationship. Contractor agrees and acknowledges that Contractor is an independent contractor, and not an agent or employee of the Company. Contractor acknowledges and affirms that Contractor has independently made the decision to go into business for himself or herself to perform the Services under this Agreement. This Agreement does not in any way provide authority to Contractor to act for the Company as its agent or make commitments on behalf of the Company.
  3. Copyright: Contractor grants Company non-exclusive use of all works submitted under this agreement in perpetuity. Contractor retains all rights to the work including publication, etc.Contractor retains the discretion in performing the Services set forth in this Agreement and will determine the place, manner and means by which the Services are accomplished, subject to the requirement that Contractor meet all performance goals and deadlines and at all times comply with applicable law and perform the Services in a professional, ethical and workmanlike manner. The Company is relying on Contractor’s own knowledge, experience, skill and expertise in the Services to enable Contractor to determine how to render the Services for the Company. Contractor will not engage others to assist in performing the Services without the prior written consent of the Company.Contractor acknowledges and understands further that during the Term of this Agreement, Contractor may contract with other businesses to provide similar Services under this Agreement; provided, however, that the performance of such services does not interfere with Contractor’s performance of obligations under this Agreement. Contractor agrees and represents that Contractor will devote such time, attention and energy as is necessary to provide the Services to the Company as required by this Agreement.
  4. Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Contractor is performing Services pursuant to this Agreement up to a maximum of one year (the “Term”).Company or Contractor may terminate this Agreement at any time for any reason or for no reason upon ten (10) days’ written notice. This Agreement shall terminate automatically on the occurrence of any of the following events: (1) death or disability of the Contractor; (2) bankruptcy or insolvency of the Company; (3) assignment of this Agreement by either party without the express written consent of the other party; or (4) completion of the Services described in this Agreement. As used herein, “disability” means any physical or mental condition that prevents Contractor from performing his or her obligations under this Agreement. This Agreement shall also terminate if Employee fails to maintain the licenses required by Section 5 of this Agreement. On termination of this Agreement, the Company will remain responsible for paying all compensation due prior to such termination.
  5. Compensation. In consideration of the Services to be performed by Contractor, the Company agrees to compensate Contractor by providing industry tickets and arranging press to events the Contractor covers for Company. Should you be requested to assist in vetting nominees for the BroadwayWorld Awards in your region, a one time payment of $250 will be remitted within 7 business days following receipt of invoice, tax, and payment details. If Contractor fails to sign this Agreement, the Contractor will not be permitted to perform services for Company and Company will have no compensation or other obligations to Contractor.

  6. Licenses and Location. By signing below, Contractor agrees that Contractor maintains all of the business licenses and/or professional licenses or permits required to perform the Services under this Agreement. Contractor understands that Contractor must maintain such business licenses and/or professional licenses or permits. Contractor agrees to notify the Company in the event that such license or permit is suspended or revoked and understands and agrees that this Agreement will terminate upon the suspension or revocation of such license or permit. In addition, Contractor understands and agrees to maintain a business location, which may include the Contractor’s residence, that is separate from the Company’s location.

  7. Expenses. Contractor expressly agrees and acknowledges that Contractor shall be generally responsible for the payment of all expenses incurred by Contractor in the performance of Contractor’s obligations under the Agreement. Contractor affirms that Contractor will secure all necessary licenses, permits and bonds required by law which relate to the Contractor’s performance of Services under this Agreement.
  8. No Company Benefits; No Deductions. Contractor agrees and acknowledges that Contractor will not be eligible for any employee benefits, nor will the Company make deductions from fees paid to Contractor or Contractor’s representatives for taxes, insurance, bonds or the like. Taxes, either in the United States or any other jurisdiction, shall be the sole responsibility of the Contractor.
  9. Confidential Information. Contractor acknowledges and agrees that in connection with his services for the Company, Contractor will have access to and will come into contact with and learn confidential and trade secret information (“Confidential Information”). Confidential Information includes but is not limited to non-public trade secret information including but not limited to: (a) intellectual property, inventions, innovations, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, methods, analyses, drawings, reports, writings, designs and techniques and all similar or related information which relates to the Company’s actual or anticipated business, research and development, or existing or future products or services; (b) current, former or prospective customer lists; (c) plans for research, development, services, marketing, business plans, budgets, methods of administration and any other current and long term plans of the Company; (d) marketing information, business plans, budgets, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, business forecasts, future plans and strategies, operational plans, suppliers and supplier information; and (e) any other non-public information that (i) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of reasonable efforts by the Company to maintain its secrecy.During the Term of this Agreement and for all times thereafter, Contractor hereby agrees to maintain the confidentiality of all Confidential Information which Contractor acquires while providing Services for Company. All such Confidential Information, whether or not so identified, shall not be used or disclosed by Contractor for any purpose other than to perform the Services for the Company.Upon termination of this Agreement or at the Company’s request, Contractor agrees to promptly return all Company documents to the Company currently in the possession or control of Contractor which contains Confidential Information, including but not limited to all services work, notes, reports, memoranda, records, computer access codes, customer lists and other physical or personal property that Contractor received or prepared or helped to prepare in connection with the Services provided under this Agreement. This includes all Confidential Information retained in electronic form on any external hard drives, thumb/flash drives, PDAs, and mobile phones, and in online electronic storage accounts such as the cloud or online e-mail accounts. Nothing in this Agreement shall prevent disclosure of Confidential Information in connection with the immunity provided in the Defend Trade Secrets Act of 2016 (DTSA). Under the DTSA:An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal;andAn individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

    The Parties acknowledge and agree that, in the event of Contractor’s breach or threatened breach of Contractor’s obligations set forth in this Section, the damage or imminent damage to the value and the goodwill of the Company’s business will be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, in the event of any such breach or threatened breach, the Parties agree that the Company shall be entitled to injunctive relief against Contractor, in addition to reasonable attorneys’ fees and related costs and expenses incurred in enforcing the provisions of this Section and any other relief available to the Company under applicable law.

  10. Indemnification. Contractor agrees that Contractor shall be solely responsible for all taxes due and owing on the amounts paid to Contractor under this Agreement. Contractor agrees to indemnify and hold harmless the Company for any amounts any governmental agency determines should have been withheld from payments to Contractor as wages and for any liability assessed by any such governmental agency for failure to withhold from such payments, including but not limited to any fines, penalties or interest.
  11. Amendment. This Agreement may be amended only by a writing signed by Contractor and by an authorized person on behalf of the Company.
  12. Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
  13. Attorneys’ Fees. In an action for a breach or threatened breach of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and related costs and expenses incurred in enforcing the terms of this Agreement.
  14. No Waiver; No Assignment. The waiver by the Company of a breach of any provision of this Agreement by Contractor shall not operate or be construed as a waiver of any other breach or subsequent breach by Contractor. No oral or implied waiver will be effective under any circumstances. This Agreement may not be assigned by Contractor without written consent by an authorized representative of the Company.
  15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall be taken together and deemed to constitute one and the same document. For purposes of this Agreement, a facsimile or digital copy of a Party’s signature shall have the same effect as an original.
  16. Notices. All notices or other writings required or permitted by the terms of this Agreement shall be given in writing and delivered to the Parties at the following addresses:To the Company: 

    Wisdom Digital Media
    1180 Avenue of the Americas, 8th Floor
    New York, NY 10036
    To Contractor: 

    Via the preferred means of communication outlined via the form.

  17. Governing Law; Jurisdiction and Venue. This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of the State of California, without regard to the choice of law provisions thereof. The parties expressly consent to exclusive personal jurisdiction and venue in the state and federal courts in the County of Los Angeles for any lawsuit arising from or related to this Agreement.
  18. Entire Agreement. This Agreement contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.
  1. Survival. The provisions regarding Confidential Information, Indemnification and Governing Law, Jurisdiction and Venue shall survive and be fully effective following the termination of this Agreement.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective Date.

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