United States: Advertising and Marketing

            In consideration for __________ ("Agency") engaging me from time to time as an independent contractor and for other good and valuable consideration, I agree to the following: 

1. All assignments and compensation in connection with my services for Agency must be authorized by purchase order.
2. I represent and warrant that any material that I submit to Agency is original and created by me or persons in my employ and does not infringe upon the copyright or any other right of any third party, including, without limitation, rights of privacy or publicity, and that neither I nor any of the persons in my employ have previously granted any rights to such material to any third party. I hereby grant to Agency my entire right to own, use, and reproduce any material which I supply to Agency, in any medium and in any manner whatsoever, as Agency in its sole discretion shall determine.
3. All artwork, presentations, drawings, sketches, writings, photography, ideas, concepts, designs, text, plans, audio-visual materials, software, code, and other copyrightable material that I conceive, develop, or procure in connection with my services for Agency, its clients, or its prospective clients, including, without limitation, all materials incorporated therein and all preliminary or other copies thereof, whether such materials were conceived or created by me individually or jointly, on or off the premises of Agency or during or after working time, shall be "works made for hire," with all rights therein, including, without limitation, the exclusive copyright, being the property of Agency or its clients. In the event that any such material is considered not to be a "work made for hire," I hereby assign to Agency all right, title, and interest in such work.
4. a. During the period in which I do work at the request of Agency, I will not, without the express written approval of Agency, directly or indirectly for my own account or for the account of others, (i) solicit or service the business of any of Agency's clients or prospective clients or of any of Agency's former clients for whom I have previously provided services at the request of Agency or (ii) employ or solicit for employment any person who is an employee of Agency or any person who was an employee of Agency at any time during the six months prior to my employing or soliciting such person.
   
   b. In addition, during the eighteen month period following the last work done by me at the request of Agency, I will not, without the express written approval of Agency, directly or indirectly for my own account or for the account of others, (i) solicit or service the business of any of Agency's clients or any person or firm that was a client or prospective client of Agency at any time during the six months preceding my last assignment from Agency or (ii) employ or solicit for employment any person who was an employee of Agency at any time during the six months preceding my last assignment from Agency.
   
   c. In addition to all other remedies available to Agency, if I solicit or perform services for any of Agency's clients, prospective clients, or former clients in violation of this agreement, I will pay Agency, for the first eighteen months that I (or any person or firm with which I am affiliated) receive any compensation from any such client's account, an amount equal to twenty percent of the gross fees and other compensation received by me and any person or firm with which I am affiliated in connection with such client.
5. All information imparted to me and any materials or data provided to me which pertain in any manner to Agency, its clients, former clients, or prospective clients (including, without limitation, the identity of any prospective clients) and which are not the subject of general public knowledge, including, without limitation, proprietary processes, technical information and know-how, intellectual properties, management policies, economic policies, marketing plans, financial and other data (including, without limitation, Agency charges or proposed charges), customer lists, computer software, and the like, shall be deemed Confidential Information. Confidential Information also shall be deemed to include all advertising plans, projects, programs, and related matters on which Agency is working, except for items released to the public in accordance with schedules approved by Agency in writing. Should I acquire any such Confidential Information or any knowledge of such Confidential Information, I shall not during or after my services for Agency disclose or use (including, without limitation and by way of example, via text messaging, blogging, or communicating in any way via Twitter, Facebook, Instagram or any other social networking website, tool, or device, etc.) any such Confidential Information without first obtaining Agency's written authorization.
6. I shall not remove from Agency's offices any of Agency's, its clients', former clients', or prospective clients' records, documents, files, correspondence, reports, memoranda, or other materials or property of any kind except as necessary to the performance of my responsibilities. In the event of any such removal, I shall return all such materials to their appropriate place as soon as possible following their removal. I shall not make, retain, or distribute any copies of any such materials for any reason except as authorized and necessary for the performance of my responsibilities. I shall not divulge to any third person the nature or contents of any such materials or of any information to which I may have access or with which for any reason I may become familiar, except as such disclosure shall be necessary in the performance of my responsibilities.
7. My status hereunder is that of an independent contractor. I understand that neither I nor any persons employed by me (if any) shall be: (i) entitled to participate in any of Agency's benefit plans; (ii) covered by Agency's health insurance or worker's compensation policies; or (iii) entitled to any unemployment benefits in the event my services are terminated. I understand that I undertake any assignments at my own risk and that in the event I get injured during the course of my services I will not be eligible for workers' compensation coverage. I agree that no person employed by me in performing my obligations hereunder shall be deemed to be the employee of Agency or its clients, and I shall make whatever payments that may be due to or due on behalf of myself and such persons. I agree that I am responsible for any and all taxes, including, without limitation, income taxes and self-employment taxes on any money I receive from the Agency, and I agree to comply with all governmental regulations applicable to the performance of my obligations hereunder.
8. Notice Under California Labor Code Section 2870. I understand that nothing herein shall constitute an employee-employer relationship hereunder. Nonetheless, I have been notified and understand that the provisions of Section 5 of this agreement do not apply to any work product that constitutes an invention that fully qualifies under the provisions of Section 2870 of the California Labor Code, which states as follows:
   
   
   1. ANY PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL ASSIGN, OR OFFER TO ASSIGN, ANY OF HIS OR HER RIGHTS IN AN INVENTION TO HIS OR HER EMPLOYER SHALL NOT APPLY TO AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON HIS OR HER OWN TIME WITHOUT USING THE EMPLOYER'S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR THOSE INVENTIONS THAT EITHER: (I) RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF THE INVENTION TO THE EMPLOYER'S BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE EMPLOYER; OR (II) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.
   2. TO THE EXTENT A PROVISION IN AN EMPLOYMENT AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN AN INVENTION OTHERWISE EXCLUDED FROM BEING REQUIRED TO BE ASSIGNED UNDER SUBDIVISION (A), THE PROVISION IS AGAINST THE PUBLIC POLICY OF THIS STATE AND IS UNENFORCEABLE.
9. I hereby agree to indemnify Agency and hold Agency harmless from and against any claims and damages (including, without limitation, reasonable attorneys' fees) resulting from a claimed breach by me of any of the provisions hereunder.
10. I agree that the restrictions set forth in this agreement are essential to Agency's business and any violation of the restrictions set forth in this agreement may irreparably damage Agency. Consequently, I agree that, in addition to all of the other rights and remedies Agency shall have, Agency shall have the right to obtain an injunction from any court of competent jurisdiction, without posting a bond, enjoining the breach of any of the restrictions set forth in this agreement.
11. The failure of Agency to enforce any term or condition of this agreement shall not be deemed a waiver of any terms or conditions of this agreement. This agreement shall be governed by the laws of the State of California applicable to contracts negotiated and fully performed in the State of California.

AGREED:

[Agency name]

By:____________________________

Authorized Officer