Freelance Agreement

This Agreement defines the terms of the agreement between Name Surname, Address (“Freelancer”) and Eolymp Academy SL, located at Calle del Perú, 186bis, 08020, Barcelona, Spain with tax identification number B72828122 ("Eolymp"), concerning any creative material, including but not limited to stories, articles, videos, instructions, problems, puzzles, or any other type of editorial material or content created by Freelancer and submitted to Eolymp occasionally during the term of this Agreement (the “Works,” or individually, a “Work”).

1. Term

This Agreement is effective as of the execution date and terminates five years from that date. Either party may terminate this agreement at any time upon written notice to the other party. If, after five years, the parties wish to continue assigning/submitting freelance projects, a new agreement shall be signed; but if the parties fail to do so by error or oversight, the terms of this Agreement shall be presumed to be binding until or unless a newer agreement is signed.

2. Acceptance of Works

Each Work created by Freelancer and submitted to Eolymp must be acceptable to Eolymp in terms of quality, length, style, technical aspects, timeliness, and subject matter, and be created in accordance with typical professional and ethical standards appropriate to the type of Work it is. Freelancer must also be free from any actual or perceived conflicts of interests. Once a Work is accepted, Eolymp shall have the right to edit the Work and determine whether or how to publish, air or otherwise disseminate it. Freelancer will provide Eolymp with any background information it needs, including technical information, test data, correctness checkers, solutions, explanations or any other materials or information that Eolymp reasonably requests. Freelancer warrants that the information she/he provides is accurate and complete. If for any reason Eolymp chooses not to use the Work, it shall notify Freelancer, and all rights in the Work revert back to Freelancer. Freelancer is entitled to request payment from Eolymp upon acceptance, even if the Work is not used.

3. Fee

Eolymp will compensate Freelancer per Work at a rate mutually agreed upon prior to the acceptance of the Work. In instances where Freelancer will be creating several Works in a short time or a package of Works, Eolymp and Freelancer may agree upon a "package" rate for the whole set of Works. Once Eolymp accepts a Work (or a package of Works), Freelancer shall submit an invoice stating (1) the Freelancer’s name and/or the name of the entity that should be paid, (2) the address to which payment should be sent, (3) the Work(s) accepted, and (4) the agreed upon rate. Eolymp shall pay Freelancer the fee due within 30 days following receipt of the invoice.

4. Grant of Rights

Freelancer hereby understands and agrees that all Works accepted by Eolymp under this Agreement shall be considered works for hire, and further, to the extend any intellectual property right does not pass pursuant to a work for hire, Freelancer hereby assigns to Eolymp all rights to publish the Work, in any tangible medium of expression, now known or later developed, from which it can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device, including without limitation the rights to archive, republish, edit, repackage or revise any Work in any manner as Eolymp sees fit. The rights conferred upon Eolymp by this agreement shall be exclusive to Eolymp from the first date Eolymp initially publishes the Work.

5. Freelancer’s warranties

Freelancer represents and warrants that all Works are original to Freelancer, that any Work, in whole or in part, has not been previously published in any form. If any individual Work or any portion thereof has been previously published or used in another way, Freelancer must disclose that fact to Eolymp prior to Eolymp’s acceptance of the Work, and Eolymp may determine in its sole discretion whether to waive the requirement that the Work not be previously published in any form. Freelancer also represents and warrants that neither the creation nor ordinary use of the Work violates the rights of others (including any intellectual property, privacy, or publicity rights) or any criminal law, and that Freelancer has the knowledge and authority to enter into this Agreement. If the Work includes any material that is not original to Freelancer, it is the obligation of Freelancer to notify Eolymp; to obtain any necessary clearances, rights, licenses or releases; and to provide documentation thereof to Eolymp.

6. Competition Confidentiality Clause

If Freelancer creates Work(s) intended for use in a competition or event organised by Eolymp, Freelancer agrees to refrain from disclosing, whether privately nor publicly, any information that could provide participants with an unfair advantage during the competition or event. This includes problem statements, tests, topics, scoring criteria, algorthms, solutions etc. Should Freelancer disclose any such information, intentionally or by accident, Freelancer shall notify Eolymp as soon as possible. Breach of this provision authorizes Eolymp to reject compromised Work, even if already accepted, and negates any payment obligations.

7. Mutual indemnification

Eolymp shall indemnify Freelancer against claims, damages, liabilities, costs and expenses (including reasonable attorney fees) that result from any unauthorized use of the Work by Eolymp. Freelancer shall indemnify Eolymp and its members, sublicensees, or assignees against claims, damages, liabilities, costs and expenses (including reasonable attorneys fees) that result from any breach of Freelancer’s representations, warranties or obligations. If a claim is made against Eolymp arising out of the use of the work, Freelancer agrees to cooperate fully, as needed, to defend against it.

8. Credit

Freelancer shall be credited as the creator of the Work in all circumstances where customary and reasonably possible.

9. Independent Contractor

It is expressly acknowledged by the parties that Freelancer is an independent contractor and not an employee of Eolymp. Nothing in this agreement or the parties’ conduct should be construed as creating an employer-employee relationship, joint venture, partnership or any other kind of arrangement other than that of an independent contractor. Freelancer shall have total control over the manner, means, and methods of his/her work, shall use his/her own equipment, and shall set his/her own schedule. If Freelancer seeks the assistance of third parties, he/she may do so at Freelancer’s own discretion, and Freelancer is solely responsible for the supervision and payment of such persons and for obtaining from any such persons the rights necessary to grant the rights granted to Eolymp herein. Eolymp shall not provide Freelancer with office space, tools, equipment, assistance, training or any other support (with the exception that Eolymp may provide information, training or special equipment to the extent necessary for Freelancer to comply with Eolymp’s unique policies, procedures or systems). Eolymp shall not withhold any sums for income tax, social security, unemployment insurance, disability insurance, workers compensation insurance or any other withholding applicable to employees, nor shall Freelancer be eligible for any employee benefits. Freelancer is solely responsible for all taxes, insurance or other costs and agrees to hold Eolymp harmless from any liability with respect thereto. Freelancer may not represent him/herself as an employee of Eolymp.

10. Entire agreement

This Agreement overrides any previous agreements and constitutes the entire agreement between the parties. No modifications or waivers can be made to this Agreement unless in a writing signed by both parties. A modification or waiver of a part of this Agreement shall not constitute a waiver or modification of any other part. Freelancer may not assign any part of this Agreement. Nothing in this Agreement creates any enforceable rights in any person who is not a party to the Agreement.

11. Disputes and Applicable Jurisdiction

In the event of any dispute or controversy arising out of or in connection with this agreement, the parties shall attempt to resolve it in good faith through negotiations. If negotiations fail to resolve the dispute within a reasonable period, arbitration shall be pursued. Ultimately, if arbitration proves unsuccessful, the parties submit to the jurisdiction of the courts of the city of Barcelona for the resolution of their conflicts, waiving any other venue.

12. Survival

Any provisions which by their terms survive the expiration or termination of this Agreement shall bind the parties, and their legal representatives, successors and permitted assigns, as set forth herein.