Independent Contractor Agreement

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INDEPENDENT CONTRACTOR AGREEMENT DETAILS

ENGAGEMENT; SERVICES.

(a) Engagement. The Company retains the Contractor to provide, and the Contractor shall provide, the services described in the Scope of Work attached in Exhibit A

(b) Services. Without limiting the scope of Services described in Exhibit A, the Contractor shall:

(i) perform the Services set forth in Exhibit A. However, if a conflict exists between this agreement and any term in Exhibit A, the terms in this agreement will control;

(ii) devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary

to provide the required Services in a timely and productive manner;

(iii) perform the Services in a safe, good, and workpersonlike manner using at all times adequate equipment in good working order;

(iv) communicate with the Company about progress the Contractor has made in performing the Services;

(v) supply all tools, equipment, and supplies required to perform the Services, except if the Contractor's work must be performed on or with the Company's equipment;

(vi) ensure that all materials and equipment furnished to its personnel is of good and merchantable quality, unless otherwise agreed by the Company;

(vii) provide services (including the Services) and end products that are satisfactory and acceptable to the Company; and

(viii) remove, replace, or correct all or any portion of the work or end products found unsuitable, without additional cost or risk to the Company.

(c) Legal Compliance. The Contractor shall perform the Services in accordance with standards prevailing in the Company's industry, and in accordance with applicable laws, rules, or regulations. The Contractor shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations.

(d) Company's Obligations. The Company shall make timely payments of amounts earned by the Contractor under this agreement and notify the Contractor of any changes to its procedures affecting the Contractor's obligations under this agreement at least 30 days before implementing those changes.

TERM AND TERMINATION.

(a) Term. This agreement will become effective as described in Exhibit A. Unless it is terminated earlier in accordance with subsection 2(b), this agreement will continue until the Services have been satisfactorily completed and the Contractor has been paid in full for such Services (the "Term").

(b) Termination. This agreement may be terminated:

(i) by either party on provision of 14 days' written notice to the other party, with or without cause;

(ii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 30 days of receipt of written notice of the breach;

(iii) by the Company at any time and without prior notice, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Company, or is guilty of serious misconduct in connection with performance under this agreement.

(c) Effect of Termination. After the termination of this agreement for any reason, the Company shall promptly pay the Contractor for Services rendered before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this agreement.

COMPENSATION.

(a) Terms and Conditions. The Company shall pay the Contractor in accordance with Exhibit A.

(b) No Payments in Certain Circumstances. No payment will be payable to the Contractor under any of the following circumstances:

(i) if prohibited under applicable government law, regulation, or policy;

(ii) if the Contractor did not directly perform or complete the Services described in Exhibit A;

(iii) if the Contractor did not perform the Services to the reasonable satisfaction of the Company; or

(iv) if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.

(c) No Other Compensation. The compensation set out above will be the Contractor's sole compensation under this agreement.

(d) Expenses. Any ordinary and necessary expenses incurred by the Contractor or its staff in the performance of this agreement will be the Contractor's sole responsibility.

(e) Taxes. The Contractor is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Contractor under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Company has no obligation to pay or withhold any sums for those taxes.

(f) Other Benefits. The Contractor has no claim against the Company under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

NATURE OF RELATIONSHIP.

(a) Independent Contractor Status.

(i) The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority.

(ii) The Contractor has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Contractor or the Contractor's staff shall perform the Services, and the Company is not required to hire, supervise, or pay any assistants to help the Contractor perform those Services. The Contractor shall provide insurance coverage for itself and its staff.

CONFIDENTIALITY. In the course of performing services, the parties recognize that Contractor may have access to and learn of certain confidential and proprietary information about the Organization or its clients, subsidiaries or affiliates. This information may include, by way of example only and not limitation, information pertaining to budget and financial information, business plans, employee data, client data, and operations which information may be of value to a competitor. Contractor will maintain in confidence and will not, directly or indirectly, disclose or use, either during or after term of this Agreement, any proprietary or confidential information or know how belonging to the Organization, whether or not it is in written or permanent form, except to the extent necessary to perform services on behalf of the Organization. Contractor agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Organization personnel or their designees. Upon termination of this Agreement, or at the request of the Organization, Contractor shall deliver to Organization all materials in his/her possession relating to Organization’s business.

REPORTING. The Contractor shall report to Robin Petering or such other officer or employee as may be designated by the Company. The Contractor shall provide a Biweekly written summary report to the Company on its progress. Reports shall consist of Updates on project status, tasks completed, tasks still being worked on and upcoming tasks. Also to be reported any unforeseen challenges in completing assigned tasks.

OTHER ACTIVITIES. During the Term, the Contractor is free to engage in other independent contracting activities, except that the Contractor may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Contractor's obligations or the scope of Services to be rendered for the Company under this agreement.

MODIFICATIONS OF AGREEMENT. Contractor and Organization recognize that there may factors which are not yet known which would impact the time or cost estimates outlined in the Scope of Work. If any intended changes or other events beyond the parties' control require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such modifications shall be put in writing, signed by the parties and attached as an addendum to this Agreement.

LEGAL RIGHT. Contractor covenants and warrants that he/she has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Contractor shall indemnify and hold harmless the Organization from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice and to terminate all obligations of the Organization to pay any amounts which remain unpaid under this Agreement.

ARBITRATION. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in Santa Clara County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.

THE WAIVER. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.

GOVERNING LAW.

(a) Choice of Law. The laws of the state of California govern this agreement (without giving effect to its conflicts of law principles).

(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Los Angeles, California.

(c) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys' fees.