AGREEMENT
This AGREEMENT (“Agreement”) is made and entered into as of [insert date], by and
between [insert name of your Non-Profit Organisation]. (the “NGO”), with its principal place
of business located at [insert address], and [insert name of the contractor/the person you are
engaging to update the curriculum] (“Independent Contractor”), an individual with his
principal place of business located at [insert address].
RECITALS
WHEREAS, the NGO is a non-profit organisation that deals with [insert a description of
the NGO]; and
WHEREAS, the Contractor originally wrote and implemented a curriculum and
operational manuals for the program dubbed [insert the name of the program that you intend
to bring back]; and
WHEREAS, the NGO desires to engage the services of Independent Contractor on a
non-exclusive, short-term basis to update the curriculum and operation manuals into a
relevant strategy on behalf of the NGO;
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, NGO and Independent Contractor agree as
follows:
1. Engagement. The NGO hereby engages the services of Independent Contractor, and
Independent Contractor agrees to provide, the services described further herein.
2. Term and Termination.
2.1 Term. The term of this Agreement shall be from [insert date] through [insert date]
(the “Term”), unless earlier terminated as provided herein, or unless extended by mutual
agreement expressed in writing signed by both parties prior to the expiration of the Term.
2.2 Termination. Notwithstanding anything in this Agreement to the contrary:
2.2.1 The Term may be terminated by either party at any time without
advance notice, upon a material breach by the other party of any of its or his
obligations hereunder; and
2.2.2 The Term may be terminated without cause by either party upon
fifteen (15) days written notice to the other.
3. Fees and Expenses; Services.
3.1 Fees. During the Term, the NGO shall pay Independent Contractor as follows:
3.1.1 For services performed during the Term, the NGO will pay
Independent Contractor at the rate of [insert amount] weekly, payable every
Sunday of each week, with the first payment being made on [insert date] and
the last payment being made on [insert date].
3.1.2 In the event NGO requests, and Independent Contractor performs
services for NGO during the Term, in excess of the agreed hours in any week,
the NGO will pay $[insert amount] per hour for each such excess hour of
service performed. Such payment will be made within two (2) days of the
submission of the report of hours incurred.
3.2 Supplies and Equipment. Except to the extent that the NGO may determine it to be
more convenient for Independent Contractor to use equipment and supplies already owned
by the NGO at site(s) where Independent Contractor is performing services, Independent
Contractor shall be responsible for furnishing, at his expense, all equipment and supplies
necessary for the provision of his or his services hereunder.
4. Additional Requirements for Services to Be Performed.
4.1 Reporting. Independent Contractor shall regularly report, but no less than weekly
during the Term, on the progress of completion of tasks, and the hours incurred in
performing such tasks.
4.2 Best Efforts. Independent Contractor agrees to use his best efforts in providing
services under the terms of this Agreement.
4.3 No Subcontracting. Independent Contractor is being engaged to perform personal
services within his asserted areas of professional expertise, and shall not delegate or
subcontract any portion of the services to be performed hereunder.
5. Independent Contractor Relationship.
5.1 No Employment Relationship. The NGO and Independent Contractor each
expressly agree and understand that they are creating an independent contractor
relationship, and that Independent Contractor shall not be considered an employee of the
NGO for any purpose. Independent Contractor is not entitled to receive or participate in any
medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the NGO to
its employees. Independent Contractor is exclusively responsible for all Social Security, self-
employment, and income taxes, disability insurance, workers’ compensation insurance, any
other statutory benefits otherwise required to be provided to employees, and all fees and
licenses, if any, required for the performance of the services hereunder.
5.2 Non-exclusivity of Services Other Than to Competitors. This Agreement shall not
restrict Independent Contractor from performing services for other clients or businesses;
provided, however, that during the Term of this Agreement, Independent Contractor shall not
apply, bid, or contract for; or undertake any employment, independent contractor work, or
consulting work with, any competitor of NGO. The determination of which businesses
constitute “competitors” of NGO shall be solely within the exclusive discretion of the NGO.
6. Proprietary Rights. The parties agree that (i) to the extent permitted by law, applicable
portions of the Work shall be deemed a “work made for hire”, and (ii) NGO shall be deemed
the exclusive owner of all rights, title and interest in and to such Work in any and all media,
languages, territories and jurisdictions throughout the world, now known or hereafter
devised, including, but not limited to, any and all works of authorship, copyrights and
copyright registrations. Furthermore, Independent Contractor assigns and transfers to NGO,
effective as of the date of its creation, any and all rights, title and interest Contractor may
have or may acquire in and to the Work in any and all media, languages, territories and
jurisdictions throughout the world, now known or hereafter devised, including, but not limited
to, any and all inventions, patents, patent applications, copyrights, copyright registrations,
trade secrets, know-how and other intellectual property rights in the Work, and the right to
prosecute and recover damages for all past, present and future infringements or other
violations of the Work.
7. Conflicts of Interest and Ethical Conduct.
7.1 Performance of Services for Competitors. Independent Contractor will notify the
NGO immediately if, during the Term, he engages, or proposes to engage, in the
performance of services for any competitor of NGO, or any vendor to or customer of the
NGO. If Independent Contractor performs services, whether as an employee or an
independent contractor, for a competitor of NGO during the Term of this Agreement, NGO
may terminate this Agreement immediately and without further obligation. Additionally, to
avoid the appearance or existence of a conflict of interest, during the Term, Independent
Contractor must fully disclose in advance to NGO the terms of any proposed or actual
services for a vendor or customer of NGO, and NGO shall have the right in its sole discretion
to disapprove the transaction on conflict of interest grounds, or alternatively to terminate this
Agreement immediately and without further obligation to Independent Contractor.
7.2 Compliance with Applicable Laws. Independent Contractor, in his performance
under this Agreement, shall comply with all applicable federal, state, and local laws and
regulations.
7.3 Solicitation of NGO Personnel. Independent Contractor agrees to refrain from any
solicitation or recruitment (directly or indirectly) of any of NGO’s employees during the term
of this Agreement and for a period after the expiration or termination of this Agreement equal
in duration to the duration of this Agreement. General solicitation, not directed at NGO’s
employees, will not constitute a violation of this Section.
7.4 Conditions Imposed by NGO’s Customers or Vendors. NGO’s customers or
vendors may from time to time impose restrictions or conditions, including conditions of
confidentiality, on NGO and personnel working with the NGO. Independent Contractor
agrees that such terms and conditions, of which he has been notified in writing, form an
integral part of this Agreement, and Independent Contractor covenants and agrees to accept
and comply with such additional terms and conditions.
8. Confidentiality and Non-Disclosure.
8.1 Confidential Information Defined. As used herein, the term “Confidential
Information” shall mean and include, without limitation, any and all trade secrets, secret
processes, marketing data, marketing plans, marketing strategies, customer names and
addresses, prospective customer lists, data concerning NGO’s products and methods,
computer software, files and documents, and any other information of a similar nature
disclosed to Independent Contractor or otherwise made known to him as a consequence of
or through his relationship with the NGO.
8.2 Confidential Information Belongs to NGO. All notes, data reference materials,
memoranda, documentation and records in any way incorporating or reflecting any of the
Confidential Information shall belong exclusively to NGO, and Independent Contractor
agrees to return the originals and all copies of such materials in his possession, custody or
control to the NGO upon request or upon termination or expiration of the Term of this
Agreement.
8.3 Confidentiality Obligation. Independent Contractor agrees during the Term of this
Agreement and thereafter to hold in confidence and not to directly or indirectly reveal, report,
publish, disclose or transfer any of the Confidential Information to any other person or entity,
or utilize any of the Confidential Information for any purpose, except in the course of services
performed under this Agreement.
8.4 Injunctive Relief in Event of Breach. Because of the unique nature of the
Confidential Information, the undersigned understands and agrees that NGO will suffer
irreparable harm in the event that Independent Contractor fails to comply with any of his
obligations under this Section 8, and that monetary damages will be inadequate to
compensate NGO for such breach. Accordingly, Independent Contractor agrees that NGO
will, in addition to any other remedies available to it at law or in equity, be entitled to
injunctive relief to enforce the terms of this Section 8.
9. Representations and Warranties. Independent Contractor hereby represents and warrants
that, as of the date hereof and continuing throughout the term of this Agreement, he is not
and will not be in any way restricted or prohibited, contractually or otherwise, from entering
into this Agreement or performing the services contemplated hereunder.
10. Miscellaneous.
10.1 Entire Agreement. This Agreement contains the entire agreement of the parties
with respect to the subject matter hereof and supersedes and replaces any oral or written
agreements heretofore entered into between the parties. This Agreement cannot be
modified, or any performance or condition waived, in whole or in part, except by a writing
signed by the party against whom enforcement of the modification or waiver is sought. The
waiver of any breach of any term or condition of this Agreement shall not be deemed to
constitute the waiver of any other breach of the same or any other term or condition.
10.2 Interpretation, Severability and Reformation. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be valid and effective under
applicable law. If any provision of this Agreement shall be unlawful, void or for any reason
unenforceable, it shall be deemed separable from, and shall in no way affect the validity or
enforceability of, the remaining provisions of this Agreement, and the rights and obligations
of the parties shall be enforced to the fullest extent possible.
10.3 Survival. To the extent consistent with this Agreement, all representations,
warranties and post-termination obligations contained in this Agreement shall survive the
expiration of the Term, or the termination, of this Agreement.
10.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
NGO and to any of its successors. This Agreement is not assignable by Independent
Contractor, but shall be binding upon and, to the extent provided for in this Agreement, inure
to the benefit of Independent Contractor’s heirs, executors, administrators and legal
representatives.
10.5 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
10.6 Governing Law. The validity and effect of this Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Glendale, California
without reference to conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Independent
Contractor Agreement as of the date first above written.
/s/_________________________
[insert name of NGO/partnership]
[insert representative’s name]
[[date]
/s/_________________________
[insert name of Contractor]
[date]
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