Вы находитесь на странице: 1из 4



THIS AGREEMENT is entered into this 8th day of February, 2019 by and between Anne
Taintor, Inc., a corporation organized under the laws of Maine (“Company”), and Stacey
Zimmerman, whose address is 1391 Hendrix Avenue, Thousand Oaks, CA 91360

A. Contractor has executed a certain Submission Release with Company dated of near or
even date herewith (the “Submission Release”), and pursuant to said Submission Release has
submitted to Company certain original material including the material described in Exhibit A
hereto (the material described in Exhibit A is referred to herein as the “Material”), for use in
connection with Company designs.

B. Company desires to use the Material in connection with its designs, subject to the
following terms and conditions.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:


As full consideration for the Material and all rights in the Material granted hereunder, Company
agrees to pay Contractor the sum of $100 per text submission used.


A. The parties acknowledge that in the course of Contractor’s services for Company,
Contractor has had and/or may have access to confidential and proprietary information and trade
secrets relating to the business of Company and/or Company’s designs. Contractor recognizes
and acknowledges the interest of Company in maintaining the confidential nature of its
proprietary and confidential information and trade secrets and agrees that it will not for any
reason or at any time, disclose or use any proprietary or confidential information or trade secrets
of Company or its clients or customers, including but not limited to, (i) information regarding
Company’s designs and (ii) the existence and/or terms of this Agreement, all of which is
proprietary and confidential to or constitutes a trade secret of Company or Company’s clients or
customers (hereinafter referred to as “Confidential Information”).

B. All Confidential Information shall be and remain the sole property of Company. Upon
request by Company, Contractor shall deliver all Confidential Information promptly to
Company, and Contractor shall not make, retain or distribute any copies thereof.


A. All Material shall be delivered to and shall be the sole and exclusive property of
Company. To the extent the Material is protectable under U.S. Copyright laws, such Material
shall be considered a “work made for hire” as that phrase is defined by such laws and shall be
owned by and for the express benefit of Company. In the event it should be established that any
such Material does not qualify as a work made for hire, Contractor agrees to and does hereby
assign to Company all of its right, title and interest in and to such Material including, but not
limited to, all copyrights therein. Contractor does further hereby assign all of its right, title and
interest in and to all other Material to Company, including without limitation all patents,
trademarks and other proprietary rights relating thereto, and all extensions and renewals thereof.
Contractor shall fully cooperate with Company in the protection and enforcement of any
intellectual property rights that may derive as a result of the work performed by Contractor for
Company. Company shall be entitled to use and exploit the Material in any manner in any media
throughout the world without further consideration to Contractor.

B. Contractor hereby warrants and represents that it is the lawful owner of the Material; that
the Material is free from all encumbrances; that Contractor has good right to grant all rights
granted hereunder; and that it will warrant and defend the same unto Company, its successors
and assigns, against the lawful claims and demands of all persons. Contractor acknowledges that
Company’s rights in the Material are exclusive, and that the Material may be used by Company
for any commercial purpose without further consideration.

C. Contractor agrees and acknowledges that any and all materials heretofore submitted by
her to Company, including without limitation the Material, are deemed to have been submitted
under and subject to the terms of the Submission Release and hereby releases and discharges
Company from any and all claims and demands of any kind, in law or in equity, which
Contractor may have relating to such materials.


Contractor agrees that it will not use Company’s name for any promotional or other purpose nor
will it publicize or disclose this Agreement or the nature of Contractor’s services hereunder
without the prior written consent of Company.


Contractor acknowledges that any breach of this Agreement will constitute immediate and
irreparable harm to Company and/or its successors and assigns, which cannot adequately and
fully be compensated by money damages and will warrant, in addition to all other rights and
remedies afforded by law, injunctive relief, specific performance and/or other equitable relief.
Company’s rights and remedies hereunder are cumulative and not exclusive.


Contractor’s obligations under this Agreement shall survive the termination of Contractor’s
engagement by the Company regardless of the manner or cause of such termination, and said
obligations shall be binding upon Contractor’s heirs, successors, executors, administrators and
legal representatives. Contractor acknowledges, understands and agrees that this Agreement
does not create an obligation on the Company or any other person or entity to use the Material in
connection with Company’s designs or otherwise.


This Agreement may be assigned by Company to any entity, which is a parent, subsidiary,
successor or affiliate of Company, or to any entity which may purchase substantially all of
Company’s assets. Except for the foregoing provisions, this Agreement may not be assigned, in
whole or in part, by Company or Contractor.


This Agreement shall be governed by the laws of Maine, without regard to principles of conflicts
of law thereof. Contractor is and shall be an independent contractor, and nothing contained in
this Agreement shall be construed to make Contractor an employee, agent, partner or joint
venturer of Company. Contractor shall not have the right to bind Company to any agreement
with a third party. No fringe or employee benefits are to be provided to Contractor by Company.
If any provision of this Agreement is held invalid or unenforceable by a court of competent
jurisdiction, such invalidity shall not affect the validity or operation of any other provision, and
such invalid provision shall be deemed to be severed from the Agreement. This Agreement shall
not be modified or amended except in writing signed by the parties hereto and specifically
referring to this Agreement. This Agreement and the Submission Release constitute the entire
understanding of the parties with respect to the subject matter addressed herein, and shall take
precedence over any other documents that may be in conflict herewith. This Agreement shall be
binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators,
successors, and assigns.




IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused
this Agreement to be executed as of the day and date first written above.

ANNE TAINTOR, INC. (“Company”)

Printed Name: Anne Taintor
Title: president

_____________________________ (“Contractor”)

Stacey Zimmerman