Whereas, PUBLISHER wishes to hire the services of: ____________________ And, it is expected that there may be multiple projects by and between the parties to this agreement, This Work-Made-for-Hire Agreement (the "Agreement") is made between PUBLISHER ("PUB"), and _____________________ as an Independent Contractor ("MM"). Services In consideration of the payments provided in this Agreement, MM agrees to perform the services outlined in the approved proposal or estimate provided by the MM - Materials & Tools Model Maker will be expected to use the materials, tools and notions as defined in each pattern, chart or other instrutcitons provided by PUB. Modelmaker will generally be expected to provide and use the tools as described in the instructions. If the project requires use of a specific tool, and the MM does not own same, MM will be expected to advise PUB so appropriate arrangements can be made for the proper tools PUB will either supply all materials to be used in the construction of the project or will reimburse the Model Maker for or supply all materials to be used. Any substitution of materials and tools, notions, etc must be approved by PUB. Approval of changes and subsititions may be sent by email, but must be confirmed as accepted by the parties within two (2) business days, by means of certified mail, or sent by facsimile transmission or overnight courier. Payment PUB agrees to pay MM at the rates and schedule outlined in each Project Addendum. It will be agreed in advance of each project in what manner of compensation will be provided, cash/check/money order, "Stash" or "Store Credit" with a fair market value equal to the amount of compensation agreed to for each project. Works Made for Hire--Assignment of Intellectual Property Rights MM agrees that, for consideration that is acknowledged, any works commissioned pursuant to this Agreement (the "Works") shall be considered works made for hire as that term is defined under U.S. copyright law. To the extent that any such Work created for PUB by MM is not a work made for hire belonging to PUB, MM hereby assigns and transfers to PUB all rights MM has or may acquire to all such Works. MM agrees to sign and deliver to PUB, either during or subsequent to the term of this Agreement, such other documents as PUB considers desirable to evidence the assignment of copyright. MM Warranties MM warrants that the Work does not infringe any intellectual property rights or violate any laws and that the work is original to MM. Non-Disclosure MM agrees that any work performed as a work for hire shall be considered as confidential and details of the work shall not be shared with any person or person(s) not party to this agreement. Attorney Fees and Expenses The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorney fees incurred in enforcing this Agreement. Dispute Resolution Mediation & Arbitration. The Parties agree that every dispute or difference between them, arising under this Agreement, shall be settled first by a meeting of the Parties attempting to confer and resolve the dispute in a good faith manner. If the Parties cannot resolve their dispute after conferring, any Party may require the other Parties to submit the matter to nonbinding mediation, utilizing the services of an impartial professional mediator approved by all Parties. If the Parties cannot come to an agreement following mediation, the Parties agree to submit the matter to binding arbitration at a location mutually agreeable to the Parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney's fees and shall include a written record of the proceedings and a written determination of the arbitrators. An arbitrator experienced in copyright and merchandising law shall conduct any such arbitration. An award of arbitration shall be final and binding on the Parties and may be confirmed in a court of competent jurisdiction. Governing Law This Agreement shall be governed in accordance with the laws of the State of STATE. Jurisdiction The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Maryland in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise. Waiver The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. Invalidity If any provision of this Agreement is invalid under applicable statute or rule of law, it is to be considered omitted and the remaining provisions of this Agreement shall in no way be affected. Entire Understanding This Agreement expresses the complete understanding of the parties and supersedes all prior representations, agreements and understandings, whether written or oral. This Agreement may not be altered except by a written document signed by both parties. Attachments & Exhibits The parties agree and acknowledge that all attachments, exhibits and schedules referred to in this Agreement are incorporated in this Agreement by reference. No Special Damages Neither party shall be liable to the othr for any incidental, consequential, punitive or special damages. Notices Any notice or communication required or permitted to be given under this Agreement shall be sufficiently given when received by electronic mail, confirmed by certified mail, or overnight courier within two (2) business days to the addresses provided below or as may, from time to time, be designate by the parties. No Joint Venture Nothing contained in this Agreement shall be construed to place one of the parties in the relationship of agent, employee, franchisee, officer, partner or joint venture to the other party. Neither party may create or assume any obligation on behalf of the other. Miscellaneous This Agreement constitutes the entire understanding between the parties and can only be modified by written agreement. The laws of the State of ________ shall govern this Agreement. In the event of any dispute arising under this agreement, the prevailing party shall be entitled to its reasonable attorney fees. MM Signature: ______________________________________ MM Name: __________________ MM Address: __________________ Date: _______________ PUB Authorized Signature: ___________________________________________ Name and Title: Address: Date: ___ day of ______, 200__