INDEPENDENT CONTRACTOR AGREEMENT

Between Doodle on Base (“Company”) and Artist (“Contractor”)

This Independent Contractor Agreement (“Agreement”) is entered into as of [Date], by and between Doodle on Base, a [Company Legal Structure] (“Company”), and [Artist Name], an independent contractor (“Contractor”).

1. Engagement & Scope of Work

1.1 The Contractor agrees to create (TBC) hand-drawn digital NFTs using Digital layer technology for clients of Doodle on Base, as specified in individual project briefs.
1.2 The NFTs shall be original works, created exclusively for the Company’s clients, and shall meet the Company’s quality standards.
1.3 The Contractor acknowledges that all work is performed as an independent contractor and not as an employee, partner, or agent of the Company.

2. Compensation

2.1 The Contractor shall receive 70% of the agreed fee charged to the client, payable on Delivery of the commissioned artwork, and to the clients satisfaction.
2.2 The Company retains 30% of the fee as an Agency, service and platform fee.
2.3 The Contractor is responsible for all their own taxes, insurance, and expenses related to their work.

3. Intellectual Property & Ownership

3.1 All NFTs, artwork, and associated intellectual property created under this Agreement shall be the sole property of the client upon full payment.
3.2 The Contractor assigns all rights, title, and interest in the work to the Company (on behalf of the client) upon completion.
3.3 The Contractor retains no rights to reproduce, sell, or license the NFTs or derivative works unless explicitly agreed in writing.

4. Client Relationship

4.1 The client remains the client of Doodle on Base, and the Contractor shall not solicit, negotiate with, or enter into separate agreements with the client.
4.2 The Contractor shall not disclose client details, pricing, or contract terms to third parties.

5. Confidentiality & Non-Disclosure

5.1 The Contractor agrees to keep all Company and client information confidential, including trade secrets, business strategies, and proprietary technology.
5.2 This obligation continues indefinitely beyond the termination of this Agreement.

6. Exclusivity & Non-Compete (Limited)

6.1 The Contractor may work with other clients unless such work directly competes with Doodle on Base’s business model.
6.2 The Contractor shall not create similar NFT collections for competing platforms during the term of this Agreement and for 6 months after.

7. Representations & Warranties

7.1 The Contractor warrants that:

• All work is original and does not infringe any third-party rights.

• No AI-generated or plagiarized content is used.

• They have full legal authority to enter into this Agreement.

8. Indemnification

8.1 The Contractor agrees to indemnify and hold harmless Doodle on Base from any claims, damages, or liabilities arising from:

• Breach of this Agreement.

• Copyright or trademark infringement.

• Misrepresentation or unauthorized use of third-party materials.

9. Termination

9.1 Either party may terminate this Agreement with 14 days’ written notice.
9.2 Upon termination, the Contractor must deliver all completed and in-progress work to the Company.

10. Governing Law & Dispute Resolution

10.1 This Agreement shall be governed by the laws of [Jurisdiction].
10.2 Any disputes shall be resolved through binding arbitration in [Location], with costs borne by the losing party.

11. Miscellaneous

11.1 This Agreement constitutes the entire understanding between the parties.
11.2 Amendments must be in writing and signed by both parties.
11.3 If any clause is deemed unenforceable, the remainder of the Agreement remains valid.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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