You: Teacher, Us: SAW!

1. Relationship of the Parties 

1.1. Teacher is an independent contractor of Sequential Artists Workshop (SAW), and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between Teacher and SAW. Teacher has no authority to bind SAW. 

1.2. Teacher may not assign this Agreement without the prior written consent of SAW. 

1.3. Teacher is not eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by SAW to its employees. 

1.4. SAW is not responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Teacher’s behalf. Teacher is solely responsible for all such taxes or contributions, including penalties and interest. Teacher shall be responsible for, and shall indemnify SAW and its clients against, all such taxes or contributions, including penalties and interest. 

2. Intellectual Property 

2.1. “Intellectual Property” or “IP” means all copyrights, trade secrets, patents and patent applications, trademarks (whether registered or unregistered including any goodwill) trade names, business names, internet domain names, computer software, moral rights, database rights, design rights, rights in know-how, rights in confidential information, rights in inventions, and all other intellectual property and proprietary rights (whether registered or unregistered and any related application) and all other equivalent or similar rights or forms of protection anywhere in the world. 

2.2. “Teacher IP” means all Intellectual Property owned by Teacher. Teacher IP includes works of visual art and written materials owned by Teacher prior to the Effective Date of this Agreement, as well as all works of visual art created for or during the Production (“Artwork”). Teacher retains all right, title and interest in the Teacher IP incorporated into the Production. 

2.3. Teacher grants SAW a perpetual, non-exclusive, assignable, sublicensable, non-revocable, royalty-free license to use, reproduce, prepare derivative works of and display the Teacher IP in perpetuity in all media, markets, and languages and in any manner now known or hereafter solely for the purpose of making the Production available to students and for marketing and promoting the Production. Notwithstanding the foregoing, SAW shall not have the right to materially modify any Artwork except as necessary to format or edit the Production. 

2.4. SAW is and shall be the sole and exclusive owner of all right, title, and interest in and to the results and proceeds of the Services, including the Production but excluding the Teacher IP, including all copyrights and other Intellectual Property rights therein, in perpetuity throughout the universe (collectively, the “Works”). Teacher agrees that the Works are works made for hire for SAW as defined in Section 101 of the Copyright Act of 1976. To the extent any Work does not qualify as work made for hire, Teacher hereby irrevocably: (i) assigns, transfers, and otherwise conveys to SAW throughout the universe, all right, title, and interest in and to such Work, including all copyrights and other intellectual property rights, including all registration, renewal, and reversion rights, and the right to register and sue to enforce such copyrights against infringers; and (ii) waives any and all claims Teacher may now or later have in any jurisdiction to “moral rights” or rights of droit moral with respect to such Work. 

2.5. SAW has no obligation to use the Works, or to create, produce, distribute, exploit, advertise, or promote the Production, or include the Works in the Production, or to exercise any rights given by this Agreement. Teacher has no right to review or approve the Works or the Production before they are used by SAW. 

2.6. Teacher hereby grants to SAW and its Clients and affiliates, and each of their respective direct and indirect successors, licensees, and assigns, the right to use Teacher’s name and image, likeness, and biographical and professional information, including information Teacher provides to SAW and any other information about Teacher that is publicly available, in connection with the Production and advertising and promotion of the Production in perpetuity throughout the universe and in any medium or format whatsoever now existing or later developed on any platform without further consent from or any royalty, payment, or other compensation to Teacher. 

2.7. At SAW’s or its clients’ reasonable request, and at SAW’s expense, Teacher shall execute and deliver all documents and take all further actions to effectuate SAW’s rights under this Agreement. In the event SAW is unable, after reasonable effort, to obtain Teacher’s signature on any such document, Teacher hereby irrevocably designates and appoints SAW as Teacher’s agent and attorney-in- fact, to act for and on his/her behalf solely to execute and file any such document and do all other lawfully permitted acts to further the registration, issuance, and protection of copyrights, other intellectual property, or other rights hereunder with the same legal force and effect as if Teacher had executed them. Teacher agrees that this power of attorney is coupled with an interest.