INDEPENDENT CONTRACTOR SERVICE AGREEMENT – Revised

 

THIS INDEPENDENT CONTRACTOR SERVICE AGREEMENT IS MADE ON THIS ………DAY OF APRIL, 2021

 

BETWEEN 

ANDREA’ F. PATRICK

1809 ARMSTRONG DRIVE, ALLEN, TEXAS

75002

 

-AND-

(Client’s Name) 

[Address]

[Email]

 

INDEPENDENT CONTRACTOR SERVICE AGREEMENT  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDEPENDENT CONTRACTOR SERVICE AGREEMENT 

 

THIS INDEPENDENT CONTRACTOR SERVICE AGREEMENT (the “Agreement”) is made and entered into on…………day of……………Two Thousand and Twenty-One (2021)

 

BETWEEN;

Andrea’ F. Patrick, an individual currently conducting their business under the laws of Texas, with its office located at 1809 Armstrong Drive, Allen, Texas 75002 and hereinafter referred to as the “Contractor” of the one part

AND

_______________________________________(The Client) an individual/company of address ___________ and who/which deals with ______ of the other part. This party shall hereafter be referred to as the “Client”

 

WHEREAS;  

  • The Contractor possesses expertise in the digital space and has service opportunities that include; 
  • Marketing Consulting/Coaching
  • Marketing Strategy Development
  • Video Production
  • Website Development
  • Podcast Production
  • Email Marketing Services
  • Brand Development
  • Social Media Management

 

  • The Client desires to engage the Contractor to deliver services within their expertise, and which such client will specify at the time of issuing instructions to the Contractor. 
  • The Contractor is independent and shall not be deemed to be an employee of the Client at any time. 
  • The parties have agreed to be bound by the terms of this written Agreement as well any other that may be agreed upon in writing. 

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED AS FOLLOWS: 

 

  • DEFINITIONS AND INTERPRETATION
  1. In this Agreement, except to the extent expressly provided otherwise:

“Agreement” means this Agreement and any amendments to this Agreements which may be made from time to time;

“Effective Date” means the date of execution of this Agreement;

“Proprietary or Confidential Information” includes, without limitation, (i) written or oral contracts, business methods, business policies, computer retained information, notes, or financial information among other related documents. 

“Intellectual Property Rights” means any rights in patent, copyright, trademark and trade name, related registrations, applications for registration and trade secrets, moral rights and goodwill. 

  1. Any annexures or schedules to this Agreement shall form an integral part of and be construed in accordance with this Agreement.
  2. Reference to any Party hereto shall, where the context admits, be deemed to include, as appropriate, its permitted successors, personal representatives or assigns.
  3. The headings in this Agreement are included for convenience only and shall not affect the interpretation or construction of this Agreement. 
  4. Words denoting the singular shall include the plural and vice versa.
  5. Words denoting any gender shall include a reference to each other gender.

 

  • SCOPE OF SERVICES 


  • The Client shall instruct the Contractor on the nature of services required upon which the Contractor will deliver the scope of services required.  
  • The Contractor’s expertise is not limited to the fields set out in clause “A” above and the Client shall be at liberty to make inquiries as to whether the Contractor possesses a skill that is not listed thereon. 
  • Whereas the Contractor undertakes to deliver excellent work, the Contractor does not make warranty on a particular outcome. The Contractor will however from his vast experience and expertise guide the Client to realize the best possible outcome in the circumstances.  
  • The Contractor shall not be liable for any loss or damage that may arise due to following the Client’s instructions. Should the Contractor be implicated in such liability, the Client will indemnify and hold the contractor harmless against the liability. 
  • The Contractor is independent and shall not be deemed to be the Client’s employee. As such, the Client shall allow the Contractor to work in such independence without imposing restrictions including but not limited to time and methodology. 
  • Notwithstanding Clause 2.5 above, the Client shall be at liberty to make any request pertaining to how the Contractor shall conduct the work. The Contractor shall not unreasonably refuse such request.  


  • CONTRACTOR STAFF

 

  1. The Contractor may use the services of his own employees or agents (the “Contractor Staff“) in the performance of the Services; however, the Contractor shall be solely responsible for all costs associated with the Contractor Staff. Contractor agrees that all Contractor Staff shall be compensated, taxes withheld, and other benefits made available as required by applicable law and regulations.
  2. The Contractor represents and warrants to Company that the Contractor Staff will have (a) sufficient expertise, training and experience to perform the Services; and (b) executed agreements which state that (i) all work done by the employee will be a work made for hire, as that term is defined under U.S. copyright law, and will be owned by the Contractor; and (ii) the employee assigns all rights in and to all work done by the employee to Company. Contractor shall require all employees who perform Services and/or have performed Services hereunder to (1) be bound by the same standards of confidentiality as Contractor.

 

  • WORK PRODUCT OWNERSHIP

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Contractor in connection with the Services will be the exclusive property of the Contractor

 

  • CONSIDERATION 
    1. Both Parties agree that any payment referred to in this Contract must be made in US DOLLARS. 
    2. The Client agrees to pay a security deposit of $(_________) via CC, check or direct deposit addressed to the Contractor’s bank. 
    3. Both Parties agree that the Client will be invoiced for every service completed and has agreed to pay each successive service in instalments in accordance with the date set forth in each invoice. Amounts that are past due will be subject to a late fee of (10) % of the overall total of that particular invoice.
    4. In the event that this Contract is terminated by the Client prior to the completion of the overall services but such services have been partially performed, the Contractor will be entitled to a pro rate payment of the Compensation upon termination, provided that there is no breach on the Contractor’s part. 
    5. The Payment stated in this Section does not include sales tax or other applicable duties that are required by law. Any sales tax and duties required by law will be charged to the Client in conjunction with the Payment. 
    6. Aside from the Payment stipulated above, both Parties agree that the Contractor will be reimbursed periodically over time for approved, reasonable and/or necessary expenses incurred by the Contractor pertaining to the services, where all such expenses must first be pre-approved by the Client.

 

  • CONFIDENTIALITY AND NON-DISCLOSURE 
    1. The Parties shall maintain the confidentiality of all the private affairs and/or information of each other and shall not disclose such information to a third party without the express consent of that party. 

 

  • Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. 

 

 

  • TERM AND TERMINATION
    1. The term of this Contract shall commence on  _____________, and will remain in full force and effect (until all services have completed OR until (_____) (the “Termination Date”). where termination is subject to the terms and conditions provided hereunder. 

 

  1. This Agreement may also be extended for a period agreed upon by both Parties. Any Party who wishes to terminate this Contract prior to the agreed upon date or prior to the completion of all services must furnish a (30) days’ written notice to the other Party. If Client wishes to extend the terms of this Contract, then said Client must furnish a written notice to the Contractor (30) days prior to this Contractor’s Termination Date, citing their wishes to extend this Contract which may or may not be similar to the terms and conditions set forth herein. 
  • ATTORNEY’S FEES TO PREVAILING PARTY

 

In any action arising hereunder or any separate action pertaining to the validity of this Contract, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court or on appeal.

 

  • FORCE MAJEURE 
  • In this Section “Force Majeure” shall mean any event beyond the reasonable control of the Parties, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.
  • If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.
  • The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this Agreement for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.


  • SEVERABILITY OF PROVISIONS

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement. 

 

If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

  • WAIVER
  • Failure by either party to enforce any provision of Agreement will not constitute a waiver or affect its right to require the future performances thereof, nor will its waiver of any breach of any provision of this Agreement constitute a waiver of any subsequent breach or nullify the effectiveness of any provision.  


  • No waiver will be binding unless made in writing and signed by the party making the waiver and specifically stating that it waives a provision of this Agreement.  


  • GOVERNING LAW AND DISPUTE RESOLUTION 
  • This Agreement shall be governed by and construed in accordance with the laws and regulations of the State of Texas. 


  • Any dispute arising out of or in connection with this Agreement shall be settled amicably by the parties in good faith by whatever means the parties deem appropriate. If the parties cannot themselves resolve any such dispute between them within 30 days from the time the dispute arose, initial resort shall be had to private conciliation or mediation in a form agreed by the parties. If within a further 30 days after the dispute has arisen a satisfactory private conciliation or mediation process has not been agreed upon by the parties, or if within 60 days after the dispute has been submitted for private conciliation or mediation it has not been resolved to the satisfaction of the parties, then the dispute may be submitted for final and conclusive resolution to the court. 


  • NON-ASSIGNMENT 

Neither this Agreement nor any rights or obligations hereunder shall be assigned by either party hereto (other than by operation by law) without the prior written consent of the parties.

 

  • ENTIRE AGREEMENT

This Agreement constitutes the entire understanding and agreement between the Parties. This Agreement may not be modified except in a writing signed by the Parties and expressly referencing this Agreement. 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate, each of which shall be considered an original, by themselves/respective signatory officials thereunto duly authorized as of the day and year first above written.

 

Signed by or on behalf of:

 

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED THE TERMS OF THIS AGREEMENT 

 

CONTRACTOR  CLIENT 

NAME:                                                               NAME: 

_________________________                     _________________________

SIGNATURE:                                                    SIGNATURE:

_________________________                     _________________________

 

DATE: DATE: 

_________________________                     _________________________

 

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