1. Overview:
   This is an Agreement between Parties: Vaylen Ivah Photography, hereinafter the PRIMARY, and an independent contractor whose name appears below, hereinafter the CONTRACTOR. This Agreement becomes effective upon the Parties’ signatures below and will continue in effect until either party cancels the agreement in writing.

2. Position:
   The CONTRACTOR agrees to work for the PRIMARY as a work-for-hire independent contractor providing Photography-related services on an ‘as needed’ basis. The CONTRACTOR is a freelancer working for himself/herself.

3. Assignment:
   The CONTRACTOR will be notified of job assignments on a case-by-case basis. The PRIMARY is under no obligation to guarantee CONTRACTOR any minimum number of contracts or hours. All work performed by the Contractor shall be governed by this Agreement.

4. Independent Contractor:
   The CONTRACTOR and the PRIMARY agree that CONTRACTOR is performing the services as an independent contractor and is not an employee of the PRIMARY. Nothing in this Agreement shall be construed as creating an employer-employee relationship or as a guarantee of future work. CONTRACTOR understands that he/she is not eligible to participate in any PRIMARY employee benefit programs. CONTRACTOR acknowledges that PRIMARY is not responsible for workers’ compensation insurance. It is recommended that CONTRACTOR obtain business insurance.

5. Payments:
   In exchange for the successful completion of assignments and delivery of files, the CONTRACTOR will receive compensation. CONTRACTOR understands that compensation varies case-by-case. CONTRACTOR will receive 50% of the profit earned from each event performed. The amount of compensation will be confirmed in writing prior to the event date(s).

6. Payment Schedule:
   CONTRACTOR shall be paid for each event within 14 days following each Event. Any payment remaining unpaid more than 30 days after the Event shall accrue interest at one and one-half (1.5%) percent per month. In the event of a dispute, the undisputed portion shall be paid. Upon resolution, any owed amounts shall include interest from the original due date.

7. Federal and State Taxes:
   CONTRACTOR shall pay all taxes incurred while performing Services, including income and self-employment taxes. PRIMARY will not withhold or make FICA payments on CONTRACTOR’s behalf.

8. Timing to Complete the Assignments:
   All original files (RAW) must be delivered to the PRIMARY by the end of the event being photographed. All files are to be downloaded onto the PRIMARY’s device by the end of the assignment. It is CONTRACTOR’S responsibility to ensure files are securely downloaded.

9. Copyright & Reproduction Rights:
   The assignment is a work-for-hire; copyrights belong to the PRIMARY. The CONTRACTOR agrees not to sell or share any image taken during a contracted event without the PRIMARY’s written permission. Images cannot be used in CONTRACTOR’S portfolio, blog, or social media without prior consent. CONTRACTOR may not use client names or tag clients or vendors without PRIMARY’s consent. In exchange for payment, CONTRACTOR transfers ownership of all works and intellectual property to the PRIMARY.

10. Exclusivity:
    While completing assignments, the CONTRACTOR represents the PRIMARY only. CONTRACTOR will not advertise his/her own business, solicit work, or distribute non-PRIMARY materials. CONTRACTOR will not contact clients or vendors regarding the event. CONTRACTOR may pursue other work when not working for the PRIMARY, provided it does not directly compete with or infringe upon the PRIMARY’s client base. PRIMARY may hire other contractors.

11. Confidentiality:
    All materials, price lists, vendor and client contacts, editing and shooting techniques, marketing ideas, financial documents, agreements, and other information seen or given during assignments belong to the PRIMARY and are confidential. CONTRACTOR agrees not to reveal or use this information to the detriment of PRIMARY. All materials must be returned at the end of this Agreement. CONTRACTOR will not disclose any confidential information at any time. All confidential information remains the property of the PRIMARY.

12. PRIMARY’s Physical Property & Documents:
    Upon request, CONTRACTOR shall promptly return to PRIMARY all property belonging to PRIMARY, including equipment, image files, memory cards, computers, books, files, or any other items owned by PRIMARY.

13. Liability:
    The CONTRACTOR warrants that he/she will perform when booked for an assignment and is liable for any financial loss suffered by the PRIMARY due to failure to perform, other than a documented medical emergency or Act of God. PRIMARY is not liable for loss or damage to CONTRACTOR’s equipment. CONTRACTOR is liable for destruction of borrowed equipment and shall reimburse the total amount if PRIMARY deems it necessary.

14. Equipment:
    The CONTRACTOR is responsible for providing all equipment needed to complete assignments, including media cards. All original RAW files must be relinquished to the PRIMARY upon completion.

15. Termination Prior to Expiration or Completion:

    By PRIMARY:
    PRIMARY may terminate this Agreement at any time by giving written notice. PRIMARY shall compensate CONTRACTOR for unpaid Services rendered prior to termination.

    By CONTRACTOR:
    With reasonable cause, including PRIMARY’s failure to comply with this Agreement, CONTRACTOR may terminate immediately. CONTRACTOR may terminate for any reason with thirty (30) days’ written notice.

Additional Provisions:

Modification or Amendment:
Any modification requires agreement of the Parties and must be in writing or confirmed via email/message.

Governing Law; Jurisdiction:
This Agreement is governed by the laws of Florida. Jurisdiction shall be the courts of Orange County, FL.

Dispute Resolution:
Any claims shall first be submitted to mediation.
If unresolved, claims exceeding small claims limits shall be submitted to binding arbitration in Orange County, FL. The prevailing Party shall be awarded filing fees, administrative costs, and reasonable attorneys’ fees.

STATEMENT OF WORK

I. Description of Services
CONTRACTOR shall provide Photography Services as a subcontractor for PRIMARY's Clients. As requested by PRIMARY and agreed to by CONTRACTOR, CONTRACTOR will capture high-quality images in a professional manner.

PRIMARY shall provide the requested dates. CONTRACTOR shall inform PRIMARY in writing if he/she will commit. Upon acceptance, CONTRACTOR is obligated to render the Services. Failure to perform constitutes a material breach and may result in waiver of CONTRACTOR's Fee and reimbursement to PRIMARY for refunds issued to the Client(s).

For each Event, CONTRACTOR shall:

• Arrive 15 to 45 minutes prior to the start time (arrival time is subject to change depending on the event)

• Provide his/her own equipment

• Pick up PRIMARY’s equipment if needed

• Capture images for the scheduled duration

• Deliver RAW images to PRIMARY following the Event

• Meet professional quality standards

Failure to deliver images or producing substandard images constitutes a material breach and may result in waiver of CONTRACTOR’s Fee and reimbursement to PRIMARY for refunds or corrective costs.

II. Cancellation and Postponement
If CONTRACTOR's Services are cancelled by the Client or PRIMARY, and notice is given less than twenty-four (24) hours prior to the Event, CONTRACTOR will be paid one-half (1/2) of the Fee for that Event.