Agreements Required to work for Sulfur

A. Background

The Sulfur Group (“Sulfur”) is a social engineering and creative agency. We empower people to innovate the future, inspire wonder, and make amazing things every day. Attracting the highest level of multi-disciplinary professionals is elemental to our philosophy and everything we do, from influencing the world’s most optic social movements to developing technologies that disrupt global industries.

These Independent Contractor Terms (the “Contract”) are published at this URL for reference only. You do not agree to these terms on this page. Instead, you agree to them by separately executing, clicking “I Agree,” or otherwise accepting an order form, statement of work, engagement letter, portal agreement, or other instrument that incorporates these terms by reference and identifies you as an “Independent Contractor,” “Contractor,” “Consultant,” or similar (each, an “Engagement Agreement”).

B. Definitions

1. Contractor / You. “Contractor” or “you” means the individual or entity identified as the contractor in the applicable Engagement Agreement.

2. Services. “Services” means all work, services, and tasks you are engaged to perform for Sulfur under any Engagement Agreement, including any statements of work, project scopes, task orders, or similar documents.

3. Deliverables. “Deliverables” means all work product, materials, inventions, discoveries, ideas, concepts, designs, creative works, software, source code, object code, documentation, data, reports, analyses, presentations, inventions, improvements, processes, and any other tangible or intangible items that are created, conceived, reduced to practice, authored, collected, compiled, or delivered by you (alone or with others) in connection with the Services.

4. Confidential Information. “Confidential Information” means all non‑public information or materials disclosed or made available to you by or on behalf of Sulfur, its clients, or its partners, in any form, whether oral, written, electronic, visual, or in any other form, including trade secrets, business plans, strategies, pricing, financial information, client or prospect lists, marketing plans, technical data, software, source code, product plans, research, know‑how, inventions, processes, formulas, designs, drawings, personnel information, and any information that by its nature or the circumstances of disclosure reasonably should be treated as confidential.

5. Engagement Term. “Engagement Term” means the period during which you are engaged to perform Services for Sulfur under an Engagement Agreement, as such period may be extended, renewed, or earlier terminated.

6. Effective Date. “Effective Date” means the effective date stated in the applicable Engagement Agreement or, if none is stated, the date you first begin performing Services for Sulfur (whichever occurs first).

C. Independent Contractor Relationship

You are engaged by Sulfur as an independent contractor, not as an employee. Nothing in this Contract or any Engagement Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between you and Sulfur.

You are solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort, including but not limited to income taxes, self‑employment taxes, Social Security and Medicare contributions, unemployment insurance, workers’ compensation premiums (if applicable to you), and any similar obligations under applicable law. Sulfur will not withhold or pay any taxes or similar contributions on your behalf.

You have no authority to, and shall not, bind Sulfur to any contract, representation, or obligation, or incur any obligation on Sulfur’s behalf, except to the extent Sulfur expressly authorizes you in a signed writing.

D. Services, Standards, and Location

1. Services and Standards.

You shall perform the Services described in the applicable Engagement Agreement in a timely, professional, and workmanlike manner, consistent with the highest industry standards and with the diligence, care, and skill expected of highly qualified professionals providing similar services. You shall comply with all written specifications, schedules, policies, and instructions provided by Sulfur (including security, privacy, and workplace rules when on Sulfur’s or a client’s premises).

2. Tools and Method of Performance.

Except as expressly agreed otherwise in writing, you shall furnish, at your own expense, all equipment, tools, materials, and supplies necessary to perform the Services. Subject to Sulfur’s project requirements, you retain discretion over the manner and means by which you perform the Services, consistent with your independent contractor status.

3. Location.

You may perform the Services at locations of your choosing, except to the extent the applicable Engagement Agreement or Sulfur’s written instructions require you to perform Services at Sulfur’s offices, a client site, or other specified locations. You understand and agree that Services may involve reasonable travel, which shall be subject to Sulfur’s prior written approval and reimbursed only as expressly agreed.

4. No Benefits or Employment Rights.

You acknowledge and agree that, as an independent contractor, you are not entitled to, and shall not claim, any employee‑type benefits from Sulfur, including, without limitation, any wages, overtime, vacation or paid time off, sick leave, health or dental insurance, disability benefits, retirement benefits, equity or stock options (unless separately and expressly granted in writing), unemployment or workers’ compensation coverage (except as required by law), or any other fringe benefits or perquisites.

E. Compensation and Expenses

1. Compensation.

As full and complete consideration for the Services and Deliverables, Sulfur shall pay you the fees described in the applicable Engagement Agreement (e.g., hourly rates, day rates, project fees, or milestone payments). Unless otherwise expressly stated in an Engagement Agreement, (i) fees are inclusive of all taxes (other than Sulfur’s income taxes), and (ii) payments shall be made within thirty (30) days after Sulfur’s receipt of a proper invoice and acceptance of the relevant Services and Deliverables.

2. Invoices.

You shall invoice Sulfur in accordance with the schedule and format specified in the applicable Engagement Agreement or, if none is specified, on a monthly basis, itemizing hours worked, rates, milestones completed, and authorized expenses (if any). Sulfur may withhold or offset payment for any portion of an invoice that it reasonably and in good faith disputes, pending resolution of the dispute.

3. Expenses.

You shall be solely responsible for all expenses incurred in performing the Services, except for those specific expenses that Sulfur expressly agrees in writing to reimburse in advance. Any approved expenses shall be reimbursed in accordance with Sulfur’s then‑current expense reimbursement policies, upon your submission of reasonable supporting documentation.

F. Confidentiality

1. Confidentiality Obligations.

You shall treat all Confidential Information as strictly confidential and shall not, without Sulfur’s prior written consent, directly or indirectly disclose, publish, transmit, or make available any Confidential Information to any third party, or use any Confidential Information for any purpose other than performing the Services for Sulfur. You shall use at least the same degree of care to protect Confidential Information as you use to protect your own confidential information of a similar nature, but in no event less than reasonable care.

2. Limited Disclosure to Personnel.

You may disclose Confidential Information only to those of your employees, contractors, or advisors (“Personnel”) who have a legitimate need to know such information for purposes of performing the Services and who are bound by written confidentiality and intellectual property assignment obligations at least as protective as those set forth in this Contract. You shall be responsible for any breach of this Contract by your Personnel.

3. Exclusions.

The restrictions in this Section F do not apply to information that you can demonstrate: (a) was publicly known or available without breach of any obligation to Sulfur; (b) was rightfully known to you, without restriction, prior to disclosure by Sulfur; (c) is rightfully disclosed to you by a third party without restriction and without breach of any obligation to Sulfur; or (d) is independently developed by you without use of or reference to any Confidential Information. However, any combination of features shall not be deemed within the foregoing exceptions merely because individual features are publicly known, if the combination itself is not publicly known.

4. Required Disclosure.

If you are required by law, regulation, or court order to disclose any Confidential Information, you shall (to the extent legally permitted) promptly notify Sulfur in writing, provide reasonable cooperation at Sulfur’s expense in any efforts to seek confidential treatment or a protective order, and disclose only that portion of the Confidential Information that you are legally required to disclose.

5. Return or Destruction.

Upon the earlier of (a) Sulfur’s request, or (b) termination or expiration of the Engagement Term, you shall promptly (i) cease all use of Confidential Information, and (ii) return to Sulfur or securely destroy (at Sulfur’s direction) all Confidential Information and all copies thereof in your possession or control, certifying such destruction in writing upon request, except to the limited extent you are required to retain copies under applicable law for record‑keeping purposes (in which case such copies shall remain subject to these confidentiality obligations).

G. Ownership; Work‑For‑Hire; Assignment of Rights

1. Work‑for‑Hire.

To the maximum extent permitted by applicable law, all Deliverables are specially commissioned by Sulfur and shall be considered “works made for hire” for Sulfur under applicable copyright laws, with Sulfur deemed the sole and exclusive author and owner of all rights therein.

2. Assignment of Intellectual Property Rights.

To the extent any Deliverables (or any portion thereof) do not qualify as “works made for hire” or otherwise do not vest ownership automatically in Sulfur, you hereby irrevocably assign, transfer, and convey to Sulfur, without additional consideration, all rights, title, and interest worldwide in and to the Deliverables and all related intellectual property rights, including without limitation all rights of authorship, invention, patent rights, copyrights, moral rights (to the maximum extent waivable under applicable law), trade secret rights, design rights, database rights, and all other proprietary rights, together with all claims and causes of action with respect to any past, present, or future infringement or misappropriation thereof.

3. Further Assurances.

You shall, both during and after the Engagement Term, at Sulfur’s expense, execute such documents and perform such acts as Sulfur may reasonably request to perfect, register, enforce, or defend Sulfur’s ownership and rights in the Deliverables and any related intellectual property, including executing assignments, applications, and other documents in any country.

4. Moral Rights Waiver.

To the maximum extent permitted by applicable law, you hereby irrevocably waive (or agree not to assert) any and all moral rights, “droit moral,” or similar rights you may have in any Deliverables, including any right to attribution or to prevent modification, and consent to any acts or omissions by or on behalf of Sulfur or its clients that may infringe such rights.

5. Contractor Materials and License.

If, in the course of performing the Services, you incorporate into any Deliverable any preexisting materials, tools, software, or other intellectual property that you own or control and that is not specifically created for Sulfur under this Contract (“Contractor Materials”), then you hereby grant to Sulfur a perpetual, irrevocable, worldwide, royalty‑free, fully paid‑up, transferable, and sublicensable license to use, reproduce, display, perform, distribute, make derivative works of, and otherwise exploit such Contractor Materials solely as part of, or in connection with, the Deliverables and Sulfur’s and its clients’ use of the Deliverables.

6. No Retained Rights or Use.

Other than the limited rights in Contractor Materials granted in Section G.5, you shall not retain any right, title, or interest in any Deliverables or any copies thereof and shall not use any Deliverables or any Confidential Information for any purpose other than performing the Services for Sulfur. Without limiting the foregoing, you shall not publicly display, publish, or portfolio any Deliverables without Sulfur’s prior written consent.

H. Non‑Solicitation and Non‑Interference

To protect Sulfur’s legitimate business interests and Confidential Information, you agree that, during the Engagement Term and for twelve (12) months thereafter, you shall not, directly or indirectly, without Sulfur’s prior written consent:

(a) solicit or attempt to solicit for employment or engagement (as an employee, contractor, or otherwise) any person who is, or within the previous six (6) months was, an employee or contractor of Sulfur, provided that general solicitations not targeted at such persons shall not violate this subsection; or

(b) solicit or attempt to solicit, divert, or take away any client, customer, or active prospective client or customer of Sulfur with whom you had material contact in the course of performing the Services, for the purpose of providing services that are competitive with Sulfur’s business.

I. Representations, Warranties, and Covenants

1. Contractor Representations and Warranties.

You represent, warrant, and covenant that:

(a) You have the full right, power, and authority to enter into and fully perform this Contract and any Engagement Agreement, and your performance will not conflict with any other agreement or obligation binding on you.

(b) The Services will be performed in a professional and workmanlike manner and in accordance with applicable laws and regulations.

(c) The Deliverables (and Sulfur’s and its clients’ use thereof) will not infringe, misappropriate, or violate any patent, copyright, trade secret, trademark, moral right, privacy or publicity right, or other intellectual property or proprietary right of any third party.

(d) You will not knowingly introduce into the Deliverables or Sulfur’s or its clients’ systems any malicious code, virus, worm, Trojan horse, backdoor, or other harmful or disruptive code or device.

(e) You will comply with all applicable laws, rules, and regulations in connection with the performance of the Services, including those relating to data protection, privacy, export control, and anti‑corruption.

2. Disclaimer of Warranties by Sulfur.

EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT OR AN ENGAGEMENT AGREEMENT, SULFUR MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

J. Indemnity

You shall indemnify, defend, and hold harmless Sulfur and its officers, directors, employees, owners, affiliates, and clients from and against any and all claims, demands, suits, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your performance or non‑performance of the Services; (b) your breach of this Contract or any Engagement Agreement; (c) your violation of any applicable law or regulation; or (d) any allegation that the Deliverables or any other materials provided by you infringe, misappropriate, or violate any intellectual property or other rights of any third party. Sulfur may, at its option and expense, participate in the defense of any such claim with counsel of its own choosing.

K. Term and Termination

1. Term.

This Contract becomes effective on the Effective Date and remains in effect for so long as you are performing Services for Sulfur under any Engagement Agreement, unless earlier terminated as provided herein.

2. Termination for Convenience.

Sulfur may terminate any Engagement Agreement, or your engagement generally, for any reason or no reason, upon written notice to you (including by email). Unless otherwise specified in the Engagement Agreement, you may terminate an Engagement Agreement for convenience upon at least fourteen (14) days’ prior written notice to Sulfur.

3. Termination for Cause.

Either party may terminate any Engagement Agreement immediately upon written notice if the other party materially breaches this Contract or the Engagement Agreement and fails to cure such breach (if curable) within ten (10) days after receiving written notice specifying the breach. Sulfur may terminate immediately without an opportunity to cure if the breach is not reasonably curable (for example, a serious breach of confidentiality or a willful violation of law).

4. Effect of Termination.

Upon any termination or expiration of the Engagement Term: (a) your right to perform Services for Sulfur shall cease; (b) Sulfur shall pay you any undisputed fees properly due for Services satisfactorily performed and approved Deliverables accepted through the effective date of termination (subject to any offsets), and no further amounts shall be owed; (c) you shall promptly return or destroy (at Sulfur’s direction) all Confidential Information and Deliverables not previously delivered, and certify such destruction upon request; and (d) Sections F through N (and any other provisions that by their nature should reasonably survive) shall survive.

L. Notices

Except as otherwise provided herein, any notices under this Contract may be delivered by hand, by courier, by certified or first‑class mail (postage prepaid), or by email, to the following:

1. Notices to Contractor: To the most recent physical or electronic address you have provided to Sulfur for this purpose.

2. Notices to Sulfur: Legal@TheSulfurGroup.com

M. Miscellaneous

1. Assignment.

You may not assign, delegate, or transfer this Contract, any Engagement Agreement, or any of your rights or obligations hereunder, whether by operation of law or otherwise, without Sulfur’s prior written consent. Sulfur may assign this Contract and any Engagement Agreement, in whole or in part, to any affiliate or in connection with any merger, consolidation, reorganization, sale of assets, or similar transaction, without your consent. Subject to the foregoing, this Contract shall bind and benefit the parties and their respective permitted successors and assigns.

2. Entire Agreement; Order of Precedence.

This Contract and any applicable Engagement Agreement (including any statements of work and other documents expressly incorporated therein) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to such subject matter. In the event of a direct conflict between the terms of this Contract and an Engagement Agreement, the Engagement Agreement shall control solely with respect to the specific Services covered thereunder, unless the Engagement Agreement expressly states otherwise.

3. Amendments; Waiver.

Any amendment or modification of this Contract must be in a writing (which may be electronic) expressly stating that it amends this Contract and executed or accepted by both parties. No waiver of any term or condition of this Contract shall be effective unless in a signed writing by the party against whom the waiver is asserted. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

4. Severability.

If any provision of this Contract is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be replaced by a valid, legal, and enforceable provision that most closely reflects the parties’ original intent and economic allocation of risks.

5. Governing Law; Venue.

This Contract shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict‑of‑law rules. Any action or proceeding arising out of or relating to this Contract shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

6. Relationship to Other Agreements.

If you are, have been, or later become an employee of Sulfur, this Independent Contractor Agreement is separate from and in addition to any employment‑related agreements. In such cases, Sulfur may designate, in its discretion, which role (employee or independent contractor) applies to a particular engagement, project, or period, and this Contract governs only to the extent you are engaged as an independent contractor for the specific Services at issue.

7. Acknowledgement by Reference.

By agreeing electronically or in writing to an Engagement Agreement that incorporates this URL by reference, you acknowledge that you have been provided access to this Independent Contractor Agreement, have had an opportunity to review it, and agree that its terms shall govern your relationship with Sulfur in connection with the Services described in that Engagement Agreement.