This Services Agreement (the “Agreement”) is made and entered into as of the date the Service Provider agrees to its terms (the “Effective Date”) by and between HomeAway UK Ltd (the “Company”), and the guest blogger (the “Service Provider”). The Company desires to retain Service Provider as an independent contractor to contribute content to the Company’s websites (the “Services”) and Service Provider is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
1. SERVICES. Service Provider represents and warrants that it has the legal authority to provide the Services.
2. TERM AND TERMINATION
(a) Term. This Agreement will commence on the Effective Date and will continue until final completion of the Services. Either party may terminate this Agreement with or without cause upon fifteen (15) days’ written notice to the other party. In addition, the Company may terminate this Agreement immediately without prior written notice if Service Provider refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.
(b) Survival. Upon termination of this Agreement, all rights and duties of the parties toward each other shall cease except Sections 3 (Conflicting Obligations), 4 (Ownership), 5 (Independent Contractor Status), and 6 (General Provisions) shall survive termination of this Agreement.
3. REPRESENTATIONS AND WARRANTIES
(a) Service Provider certifies that Service Provider has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Service Provider from complying with the provisions hereof, and further certifies that Service Provider will not enter into any such conflicting agreement during the term of this Agreement.
(b) Service Provider represents that he or she solely created the content offered as part of the Services performed and that such content will not infringe on any third parties’ rights else Service Provider will indemnify Company for claims asserted against Company due to such alleged infringement.
(c) Each party represents and warrants that they have the legal authority to entire into this Agreement and perform its obligations hereunder.
(a) Company will retain all right, title, and interest in and to Company trademarks, service marks and trade names worldwide, including any associated goodwill. Company will retain all title, copyrights, patents, and other proprietary rights to its technology and other proprietary information, including, but not limited to, its websites. Service Provider will not acquire any rights in Company’s technology or any rights in Company’s proprietary information whatsoever.
(b) Assignment. The Service Provider hereby assigns to Company any and all right, title, and interest in or relating to the blog(s) contributed to the Company’s website (collectively, the “Content”) and acknowledges that all Content shall be the sole property of Company and its assigns and that Company and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights, mask work rights and all other rights, including all intellectual property rights, throughout the world in connection therewith. Service Provider understands and affirms that it will not have any ownership rights in the Content and that Company does not grant any type of license for Service Provider’s use of such Content outside of performing the Services.
5. INDEPENDENT CONTRACTOR STATUS. It is the express intention of the parties that Service Provider is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Service Provider as an agent, employee or representative of the Company, but Service Provider shall perform the Services hereunder as an independent contractor. Service Provider agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this Agreement, and shall incur all expenses associated with performance.
Service Provider acknowledges and agrees that he may not receive Company-sponsored benefits from the Company.
6. GENERAL PROVISIONS
(a) Assignment. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Service Provider without the express written consent of the Company.
(b) Insurance. Service Provider agrees to maintain insurance sufficient to cover the Services and all its obligations under this Agreement, with commercially reasonable limits and deductibles. Upon request by Company, Service Provider shall cause the Company to be named as an insured on its policies and shall provide proof thereof to Company.
(c) Indemnification. Service Provider agrees to indemnify, hold harmless, and defend the Company, its affiliates and their respective employees, directors, contractors and agents (the “Indemnified Parties”) from and against any losses, claims, liabilities, damages, costs or expenses, including attorneys’ fees and costs of suit, that arise, directly or indirectly, from any acts or omissions attributable to Service Provider or Service Provider’s agents or the Content including any breach of any term or condition of this Agreement. Service Provider further agrees to indemnify the Indemnified Parties for any losses, claims, liabilities, damages, costs or expenses, including attorneys’ fees and costs of suit, that arise from a determination by a court or agency that the Service Provider is not an independent contractor.
(d) Governing Law. This Agreement shall be governed by and construed according to the laws of England without regard to conflicts of law principles.
(e) Entire Agreement. This is the entire Agreement between the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by the party to be charged.
(f) Severability. The validity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of any other provision of the Agreement, which shall at all times remain in full force and effect.