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INDEPENDENT
CONTRACTOR AGREEMENT
This
Independent Contractor Agreement (the "Agreement") is made and entered
between _____________________________, an independent contractor hereafter
referred to as "Contractor", and ____________________, hereafter
referred to as "Company". In
consideration of the covenants and conditions hereinafter set forth, Company and
Contractor agree as follows: 1.
SERVICES
Contractor shall perform the following services for the Company (the
"Work").
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________ 2.
REPORTING Contractor shall report to
______________________________. Contractor
shall provide a weekly written report to the Company on his progress on
assignments. 3.
TERM This Agreement shall commence on __________, ____ and
shall expire on __________, ____. Contractor
agrees to perform services for the Work to Company on or before the expiration
of the term set forth above. The Company may terminate the use of Contractor's services at
any time without cause and without further obligation to Contractor except for
payment due for services prior to date of such termination.
Termination of this Agreement or termination of services shall not affect
the provisions under Sections 5-11, hereof, which shall survive any termination. 4.
PAYMENT Contractor will be paid for Work performed under this
Agreement as follows: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ Contractor will submit an invoice for the Work on
___________________________. Invoices
shall be paid by the Company within 15 business days of receipt. 5.
CONFIDENTIALITY AND OWNERSHIP (a)
Contractor recognizes and acknowledges that the Company possesses certain
confidential information that constitutes a valuable, special, and unique asset.
As used herein, the term "confidential information" includes
all information and materials belonging to, used by, or in the possession of the
Company relating to its products, processes, services, technology, inventions,
patents, ideas, contracts, financial information, developments, business
strategies, pricing, current and prospective customers, marketing plans, and
trade secrets of every kind and character, but shall not include (a) information
that was already within the public domain at the time the information is
acquired by Contractor, or (b) information that subsequently becomes public
through no act or omission of the Contractor.
Contractor agrees that all of the confidential information is and shall
continue to be the exclusive property of the Company, whether or not prepared in
whole or in part by Contractor and whether or not disclosed to or entrusted to
Contractor's custody. Contractor
agrees that Contractor shall not, at any time following the execution of this
Agreement, use or disclose in any manner any confidential information of the
Company. (b)
To the extent any inventions, technologies, reports, memoranda, studies,
writings, articles, plans, designs, specifications, exhibits, software code, or
other materials prepared by Contractor in the performance of services under this
Agreement include material subject to copyright protection, such materials have
been specially commissioned by the Company and they shall be deemed "work
for hire" as such term is defined under U.S. copyright law.
To the extent any such materials do not qualify as "work for
hire" under applicable law, and to the extent they include material subject
to copyright, patent, trade secret, or other proprietary rights protection,
Contractor hereby irrevocably and exclusively assigns to the Company, its
successors, and assigns, all right, title, and interest in and to all such
materials. To the extent any of
Contractor rights in the same, including without limitation any moral rights,
are not subject to assignment hereunder, Contractor hereby irrevocably and
unconditionally waives all enforcement of such rights.
Contractor shall execute and deliver such instruments and take such other
actions as may be required to carry out and confirm the assignments contemplated
by this paragraph and the remainder of this Agreement.
All documents, magnetically or optically encoded media, and other
tangible materials created by Contractor as part of its services under this
Agreement shall be owned by the Company. 6.
RETURN OF MATERIALS Contractor agrees that upon termination of this
Agreement, Contractor will return to the Company all drawings, blueprints,
notes, memoranda, specifications, designs, writings, software, devices,
documents and any other material containing or disclosing any confidential or
proprietary information of the Company. Contractor
will not retain any such materials. 7.
WARRANTIES Contractor warrants that: (a)
Contractor's agreement to perform the Work pursuant to this Agreement
does not violate any agreement or obligation between Contractor and a third
party; and (b)
The Work as delivered to the Company will not infringe any copyright,
patent, trade secret, or other proprietary right held by any third party; and (c)
The services provided by Contractor shall be performed in a professional
manner, and shall be of a high grade, nature, and quality. The services shall be performed in a timely manner and shall
meet deadlines agreed between Contractor and the Company. 8.
INDEMNITY Contractor agrees to indemnify, defend, and hold the
Company and its successors, officers, directors, agents and employees harmless
from any and all actions, causes of action, claims, demands, cost, liabilities,
expenses and damages (including attorneys' fees) arising out of, or in
connection with any breach of this Agreement by Contractor. 9.
RELATIONSHIP OF PARTIES Contractor is an independent contractor of the
Company. Nothing in this Agreement
shall be construed as creating an employer-employee relationship, as a guarantee
of future employment or engagement, or as a limitation upon the Company' sole
discretion to terminate this Agreement at any time without cause.
Contractor further agrees to be responsible for all of Contractor's
federal and state taxes, withholding, social security, insurance, and other
benefits. Contractor shall provide the Company with satisfactory proof
of independent contractor status. 10.
OTHER ACTIVITIES Contractor is free to engage in other independent
contracting activities, provided that Contractor does not engage in any such
activities which are inconsistent with or in conflict with any provisions
hereof, or that so occupy Contractor's attention as to interfere with the proper
and efficient performance of Contractor's services thereunder.
Contractor agrees not to induce
or attempt to influence, directly or indirectly, any employee at the Company to
terminate his/her employment and work for Contractor or any other person. 11.
MISCELLANEOUS (a)
Attorneys' Fees. Should either party
hereto, or any heir, personal representative, successor or assign of either
party hereto, resort to legal proceedings in connection with this Agreement or
Contractor's relationship with the Company, the party or parties prevailing in
such legal proceedings shall be entitled, in addition to such other relief as
may be granted, to recover its or their reasonable attorneys' fees and costs in
such legal proceedings from the non-prevailing party or parties. (b)
Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of
_____________ without regard to conflict of law principles. (c)
Entire Agreement. This Agreement contains
the entire agreement and understanding between the parties hereto and supersedes
any prior or contemporaneous written or oral agreements, representations and
warranties between them respecting the subject matter hereof. (d)
Amendment. This Agreement may be
amended only by a writing signed by Contractor and by a duly authorized
representative of the Company. (e)
Severability. If any term, provision,
covenant or condition of this Agreement, or the application thereof to any
person, place or circumstance, shall be held to be invalid, unenforceable or
void, the remainder of this Agreement and such term, provision, covenant or
condition as applied to other persons, places and circumstances shall remain in
full force and effect. (f)
Construction. The headings and captions
of this Agreement are provided for convenience only and are intended to have no
effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all
cases construed according to its fair meaning and not strictly for or against
either party. (g)
Rights Cumulative. The rights and remedies
provided by this Agreement are cumulative, and the exercise of any right or
remedy by either party hereto (or by its successor), whether pursuant to this
Agreement, to any other agreement, or to law, shall not preclude or waive its
right to exercise any or all other rights and remedies. (h)
Nonwaiver. No failure or neglect of
either party hereto in any instance to exercise any right, power or privilege
hereunder or under law shall constitute a waiver of any other right, power or
privilege or of the same right, power or privilege in any other instance.
All waivers by either party hereto must be contained in a written
instrument signed by the party to be charged and, in the case of the Company, by
an officer of the Company or other person duly authorized by the Company. (i)
Remedy for Breach. The parties hereto agree
that, in the event of breach or threatened breach of any covenants of
Contractor, the damage or imminent damage to the value and the goodwill of the
Company's business shall be inestimable, and that therefore any remedy at law or
in damages shall be inadequate. Accordingly,
the parties hereto agree that the Company shall be entitled to injunctive relief
against Contractor in the event of any breach or threatened breach of any of
such provisions by Contractor, in addition to any other relief (including
damages) available to the Company under this Agreement or under law. (j)
Notices. Any notice, request,
consent or approval required or permitted to be given under this Agreement or
pursuant to law shall be sufficient if in writing, and if and when sent by
certified or registered mail, with postage prepaid, to Contractor's residence
(as noted below), or to the Company's principal office, as the case may be. (k)
Assistance. Contractor shall, during
and after termination of services rendered, upon reasonable notice, furnish such
information and proper assistance to the Company as may reasonably be required
by the Company in connection with work performed by Contractor; provided,
however, that such assistance following termination shall be furnished at the
same level of compensation as provided in Section 4. (l)
Disputes. Any controversy, claim or
dispute arising out of or relating to this Agreement or the relationship, either
during the existence of the relationship or afterwards, between the parties
hereto, their assignees, their affiliates, their attorneys, or agents, shall be
litigated solely in state or federal court in _____________, ________________.
Each party (1) submits to the jurisdiction of such court, (2) waives the
defense of an inconvenient forum, (3) agrees that valid consent to service may
be made by mailing or delivery of such service to the __________ Secretary of
State (the "Agent") or to the party at the party's last known address,
if personal service delivery can not be easily effected, and (4) authorizes and
directs the Agent to accept such service in the event that personal service
delivery can not easily be effected. EACH
PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER MATTER INVOLVING THE PARTIES HERETO.
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