Independent Contractor Agreement

1. Parties

This Independent Contractor Agreement ("Agreement") is entered into between HookPilot Caption Studio LLC ("HookPilot") and the contractor identified in the relevant Statement of Work or onboarding form ("Contractor"). It applies to all work the Contractor performs for HookPilot beginning on the effective date of the SOW or onboarding form.

2. Services and Statements of Work

Contractor will provide the services described in one or more Statements of Work ("SOWs"). Each SOW will specify scope, deliverables, schedule, fees and any project-specific terms. Where this Agreement and an SOW conflict, the SOW controls for that engagement.

3. Independent Contractor Status

Contractor is an independent contractor, not an employee, agent, partner or joint venturer of HookPilot. Contractor controls the manner and means of performing the services, supplies their own tools (subject to security requirements), and is responsible for their own taxes, benefits, insurance and registrations. Nothing in this Agreement creates an employment relationship.

4. Compensation and Expenses

HookPilot will pay Contractor the fees stated in each SOW. Invoices are due net thirty (30) days unless the SOW states otherwise. Pre-approved expenses are reimbursable with receipts. Contractor is responsible for withholding and remitting all applicable taxes.

5. Intellectual Property and Work Product

All work product produced by Contractor under an SOW — including source code, designs, documentation, brand assets, copy, content, datasets, models, training data, evaluation harnesses, dashboards, diagrams, and any other deliverable ("Work Product") — is a work made for hire and is owned exclusively by HookPilot from creation. To the extent any Work Product does not qualify as a work made for hire under applicable law, Contractor hereby irrevocably assigns to HookPilot all right, title and interest worldwide, including all copyrights, patents, trade secrets and moral rights. Contractor will execute any further documents needed to perfect the assignment.

Contractor's pre-existing materials ("Background IP") remain Contractor's. Contractor grants HookPilot a perpetual, worldwide, royalty-free, sublicensable license to use Background IP that is embedded in the Work Product to the extent necessary for HookPilot to exploit the Work Product.

6. Prompts, Agent Charters and AI Workflows

The parties acknowledge that HookPilot's product depends on prompts, agent charters, framework libraries, evaluation suites, memory schemas and orchestration logic that are central to the platform's value. All such artifacts authored by Contractor for HookPilot — whether labeled as code, configuration or content — are Work Product under Section 5 and are owned by HookPilot. Contractor will not reuse them for competing products and will not publish them publicly without HookPilot's written consent.

7. Confidentiality

Contractor will hold HookPilot's confidential information in confidence and use it only to perform the services. The NDA & Confidentiality Agreement is incorporated by reference and survives termination.

8. Security Obligations

Contractor will (a) follow HookPilot's security requirements (MFA, device encryption, no shared accounts, no production data on personal machines unless explicitly authorized), (b) complete required security training, (c) report suspected security incidents to security@hookpilot.co within 24 hours of becoming aware, and (d) return or destroy HookPilot data on termination per Section 11.

9. Non-Solicit

For twelve (12) months after termination, Contractor will not solicit HookPilot's employees, contractors or customers (with whom Contractor had material contact) to leave or terminate their HookPilot relationship. This clause does not restrict general advertising or hiring candidates who apply on their own initiative.

10. Conflicts of Interest

Contractor will disclose, before accepting an SOW, any engagement with a competitor of HookPilot or any other relationship that creates a material conflict. Contractor may continue to work for other clients provided that work does not interfere with this Agreement or breach confidentiality.

11. Term and Termination

This Agreement begins on the effective date and continues until terminated. Either party may terminate for convenience on fifteen (15) days written notice, or for material breach if uncured after ten (10) days written notice. On termination, Contractor will: complete an orderly handoff of in-flight Work Product; return or securely destroy HookPilot confidential information; and certify destruction in writing on request.

12. Indemnity

Contractor will indemnify HookPilot against third-party claims arising from (a) Contractor's breach of this Agreement, (b) Contractor's negligence or willful misconduct, or (c) Contractor's incorporation of third-party IP into Work Product without rights.

13. Governing Law

This Agreement is governed by the laws of the State of Delaware. The parties consent to the exclusive jurisdiction of the state and federal courts in Delaware for any dispute.

14. Signature

This Agreement is executed when Contractor accepts the SOW or onboarding form referencing it, including by electronic signature. The version displayed in this Legal Center is the form HookPilot uses; the binding version is the one Contractor accepted at onboarding.