This Freelancer Crimson Academia Editor Agreement (hereinafter “Agreement”) is made on
() (the “Effective Date”), by and between Crimson Academia LLC (“Crimson” or “Company”), a Limited Liability Companies organized under the laws of the State of Hawaii, with the principal place of business at 1050 Queen St. Suite #100, Honolulu, HI, 96814 and () (hereinafter “Freelancer,” “Consultant,” or “Freelancer Consultant”).
RECITALS
A. Company is engaged in the Education and Consulting industry and in the conduct of that
business desires to have admissions essay consulting, admissions consulting, education
mentoring, and editing services, to be performed by the consultant.
B. Freelancer agrees to perform these services for the Company under the terms and
conditions set forth in this Agreement. In consideration of the mutual promises set forth
in this Agreement, it is agreed by Company and Freelancer as follows:
ARTICLE I. TERM OF AGREEMENT
This Agreement will become effective on the Effective Date, and will continue in effect until the
services provided for in this Agreement have been performed or until terminated as provided in
this agreement or for a period of [ENTER PERIOD] unless terminated earlier as provided in
this Agreement.
ARTICLE II. SERVICES TO BE PERFORMED BY CONTRACTOR
2.1. Speci1c Services. Freelancer agrees to perform the consulting services described in Exhibit
A, which is attached to this Agreement.
2.2. Status of Freelancer. Freelancer enters into this Agreement, and will remain throughout
the term of the Agreement, as a Freelancer Consultant. Company agrees that Freelancer is not
and will not become an employee, partner, agent, or principal of Company while this Agreement
is in effect. Freelancer agrees he/she is not entitled to the rights or benefits afforded to
Company’s employees, including disability or unemployment insurance, workers’ compensation
medical insurance, sick leave, or any other employment benefit.
2.3. Payment of Income Taxes. Freelancer is responsible for paying when due all income
taxes, including estimated taxes, incurred as a result of the compensation paid by Company to
Freelancer for consulting services under this Agreement. On request, the Company will provide
Freelancer with proof of timely payment. Freelancer agrees to indemnify Company for any
claims, costs, losses, Fees. Penalties, interest, or damages suffered by Company resulting from
Freelancer’s failure to comply with this provision.
ARTICLE III. COMPENSATION
3.1. Base Rate. In consideration for the consulting services to be performed by Freelancer,
Company agrees to pay Freelancer for his/her services in accordance with Exhibit A, which is
attached to this Agreement.
3.2. Date for Payment of Compensation. All Freelancers covered by Article 3.1 shall be paid
as provided in Exhibit A, sixty percent (60%) of which amount shall be paid at the end of August
and/or January of next year, and the remaining unpaid amount (40%) shall be paid in the
following June for Crimson Academia student essay consulting packages.
a. The August payment covered by this paragraph shall be calculated based on the number
of student enrollments from the 1rst day of January to the end of July of each year; and
b. The January payment shall be calculated based on the number of student enrollments
from the 1rst day of August to the end of December of each year.
3.3. Payment of Expenses. Freelancer will be responsible for all expenses incurred in
performing services under this Agreement unless otherwise agreed in advance by the parties.
ARTICLE IV. OBLIGATIONS OF FREELANCER
4.1. Place of Performing Work. Freelancer may perform the services under this Agreement at
any suitable location he/she chooses.
4.2. Performance. All work assigned must be completed within 48 hours unless specifc and
additional instructions are given, and if additional time is required, must not exceed 40 hours
from the time of its assignment. If additional time is required, Freelancer must immediately
notify either Company or student in advance. In the event of breach of time-limit as described
herein, a student may opt to change his or her assigned Freelancer. If payments have already
been made with respect to the student, Freelancer must refund the whole amount, at which point
the student will no longer be counted toward Freelancer’s assigned student pool. If such breaches
occur more than three times (3), Company, at its own discretion, may elect to terminate this
Agreement and Freelancer must refund the whole amount within a 1ve (5) business days upon
receiving such termination notice.
4.3. Time is of Essence. This Agreement contains a number of dates and times by which
performance or the exercise of rights is due, and the parties intend that each and every such date
and time be the 1rm and 1nal date and time, as agreed. For this reason, each party hereby waives
and relinquishes any right it might otherwise have to challenge its failure to meet any
performance or rights election date applicable to it on the basis that its late action constitutes
substantial performance, to require the other Parties to show prejudice, or on any equitable
grounds. Without limiting the foregoing, time is of the essence in this Agreement. If the date
speci1ed in this Agreement for giving any notice or taking any action is not a Business Day (or if
the period during which any notice is required to be given or any action taken expires on a date
which is not a Business Day), then the date for giving such notice or taking such action (and the
expiration date of such period during which notice is required to be given or action taken) shall
be the next day which is a Business Day.
4.4. Indemnity. Except to the extent permitted by applicable law, the Freelancer agrees to
indemnify and hold harmless the Company, and its respective affiliates, officers, agents,
employees, and permitted successors and assigns against any and all claims, losses, damages,
liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or
amount whatsoever, which result from or arise out of any act or omission of the indemnifying
party, its respective affiliates, officers, agents, employees, and permitted successors and assigns
that occurs in connection with this Agreement. This indemnification will survive the termination
of this Agreement.
4.5. Assignment. Freelancer may not assign this Agreement or any duties or obligations under
this Agreement, in whole or partially, to any third party without the Company’s expressed written
consent. Any such assignment will be considered null and void. Freelancer shall pay Company,
as penalty, $10,000 if he/she breaches this paragraph 4.5.
4.6. Non-Exclusive Relationship. During the term of this Agreement, Freelancer shall be
entitled to perform or engage in any activity, provided those activities do not pose a conflict of
interest with the services performed for the Company. Prior notice is, however, required which
speci1es the business name of current employer at the time of signing this Agreement. If a
Freelancer decides to work for a new employer or transfer to another company during the term of
this Agreement, he/she must also notify the business name of the company in advance.
Freelancer shall pay Company, as penalty, $20,000 if he/she breaches this paragraph 4.6.
Further, in providing the Services under this Agreement it is expressly agreed that the Freelancer
is acting as an independent contractor and not as an employee of the Company. The Freelancer
and the Company acknowledge that this Agreement does not create a partnership or joint venture
between them and is exclusively a contract for service.
ARTICLE V. OBLIGATIONS OF COMPANY
5.1. Cooperation of Company. Company agrees to comply with all reasonable requests of
Freelancer and provide access to all documents reasonably necessary to the performance of
Freelancer’s duties under this agreement.
ARTICLE VI. PROPRIETARY RIGHTS
6.1. Confidentiality. Freelancer will not disclose or use, either during or after the term of this
Agreement, any proprietary or con1dential information of Company without Company’s prior
written permission except to the extent necessary to perform services on Company’s behalf.
Proprietary or confidential information includes:
a. the written, printed, graphic, or electronically recorded materials furnished by Company
for Freelancer to use;
b. any written or tangible information stamped “con1dential,” “proprietary,” or with a
similar legend, or any information that Company makes reasonable efforts to maintain
the secrecy of;
c. business or marketing plans or strategies, customer lists, operating procedures, trade
secrets, design formulas, know-how and processes, computer programs and inventories,
discoveries, and improvements of any kind, sales projections, and pricing information;
and
d. information belonging to customers and suppliers of Company about whom Freelancer
gained knowledge as a result of Freelancer’s services to Company.
6.2. Freelancer acknowledges that any breach of threatened breach of this Paragraph will
result in irreparable harm to Company for which damages would be an inadequate remedy.
Therefore, the Company shall be entitled to equitable relief, including an injunction, in the event
of such breach or threatened breach of this Paragraph. Such equitable relief shall be in addition
to Company’s rights and remedies otherwise available at law.
6.3. Non-Compete. Throughout the duration of this Agreement Freelancer shall not, in any
manner, represent, provide services, or engage in any aspects of business that would be deemed
similar in nature to the business of Company without Company’s written consent. Freelancer
warrants and guarantees that throughout the duration of this Agreement and for a period not to
exceed (2) two years following the termination of this Agreement, that he/she shall not directly
or indirectly engage in any business that would be considered similar in nature to with Company,
and any current or former clients and/or customers within the United States of America. In the
event of breach of this Paragraph, Freelancer will pay $20,000, as a penalty, to the Company. If
Freelancer desires to establish Company’s branch where Company does not have any branch,
Company will provide economic and administrative support so that Freelancer will be able to
establish branch. Company shall make an effort to establish a branch and its management plan
for Freelancer through market research.
6.4. Non-Solicitation. During the term of this Agreement, Freelancer will not call on, solicit,
or take away any of the Company’s customers or potential customers Freelancer became aware of
as a result of performing services under this Agreement. In the event of breach of this Paragraph,
a penalty shall be paid twice as much as the total compensation of Freelancer under Paragraph
3.1. indicated above.
6.5. Work for hire. Freelancer acknowledges that all the work performed under this
Agreement amounts to work for hire. Accordingly, the Company owns sole and/or exclusive
rights and interests in and to the Freelancer’s work performed under this Agreement.
ARTICLE VII. TERMINATION
7.1. Expiration of Agreement. Unless otherwise terminated as provided in this Agreement,
this Agreement will continue in effect for a period of [ENTER PERIOD].
7.2. Termination for Default. If either party defaults in the performance of this Agreement or
materially breaches any of its provisions, the non-breaching party may terminate this Agreement
by giving written noti1cation to the breaching party. Termination will take effect immediately on
receipt of notice by the breaching party or 1ve days after mailing of notice, whichever occurs
first. For the purposes of this paragraph, material breach of this Agreement includes, but not
limited to, the following:
a. Freelancer’s failure to complete the services that Company requests within the period
speci1ed in Paragraph 4.2 above.
b. Company’s failure to pay Freelancer any compensation due speci1ed in Paragraph 3.2
above.
c. Freelancer’s breach of agreement contained in Paragraph 4.5.
d. Freelancer’s breach of con1dentiality agreement speci1ed in Paragraph 6.1.
e. Freelancer’s breach of prior notice obligation speci1ed in Paragraph 4.6.
f. Freelancer’s breach of non-compete obligation speci1ed in Paragraph 6.2.
g. If complying with the terms of this Agreement is determined to be extremely
unreasonable due to any other change circumstances in addition to the above stated
events, each party may terminate this Agreement.
7.3. In case of termination due to the stated events in this Paragraph, Company shall pay
compensation calculated based on the services provided by Freelancer until the Agreement is
terminated.
7.4. Early Termination Damages. In the event of early termination under Paragraph 7.2, the
defaulting party shall pay the non-defaulting party a total amount of damages incurred to the
non-defaulting party and/or third party.
ARTICLE VIII. GOVERNING LAW.
The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal
and state courts located within the geographic boundaries of Hawaii for the purpose of any suit,
action or other proceeding arising out of or based upon this Agreement, (b) agree not to
commence any suit, action or other proceeding arising out of or based upon this Agreement
unless parties 1rst attempt to resolve any dispute arising from this Agreement through mediation.
ARTICLE IX. MODIFICATIONS OF THE AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either
Party in connection with this Agreement will only be binding if evidenced in writing signed by
each Party or an authorized representative of each Party.
ARTICLE X. ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting
this Agreement except as expressly provided in this Agreement.
ARTICLE XI. TITLES/HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered when
interpreting this Agreement.
ARTICLE XII. SEVERABILITY
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable
in whole or in part, all other provisions will nevertheless continue to be valid and enforceable
with the invalid or unenforceable parts severed from the remainder of this Agreement.
ARTICLE XIII. WAIVER
The waiver by either Party of a breach, default, delay, or omission of any of the provisions of
this Agreement by the other Party will not be construed as a waiver of any subsequent breach of
the same or other provisions.
(Signature page follows)
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on
[ENTER DATE]
CRIMSON ACADEMIA LLC:
SIGNED on this Date of: ___
BY: Jiyoon Kim, Founder & Instructor at Crimson Academia LLC
Signature: ____________
Crimson Academia LLC
1050 Queen St. Suite #100, Honolulu, HI, 96814 jiyoon@crimsonacademia.com
201-600-9068
FREELANCER:
SIGNED on this Date of: ______
BY: ______________________
Signature: ____________________
Address: Email Address:
Cell Phone Number: Birthday:
Exhibit A
Crimson Academia Freelancer Admissions Essay Editor
a) Base Rate: $2,200 per one “Package” per one student
b) Incentive: $2,200 incentive in the following year if all conditions are met in the preceding
year.
c) Freelancer should provide consulting service (“Package”) to a minimum of 1ve students
each year*
i) *If the number of clients/business for the company is above average, there are usually
1ve students per freelancer. Per normal business circumstances, there may be less than 1ve
students per freelancer.
Company’s “Package” consulting services includes the following services:
(a) Common Application Main Essay or Transfer Essay
(b) Supplementary & Scholarship Essays (if applicable) from each school (Up to 5 schools)
(c) UC Personal Insight Questions (if applicable)
(d) Guidelines for essay prompts
Notwithstanding the above compensation rate under the terms of Agreement, Freelancer and
Company may agree for additional fees payable by Company to Freelancer for carrying out
additional work as speci1ed below:
(a) UCAS (British Personal Statement): $500
(b) Supplementary Essays from each school: $300
(c) Portfolio Descriptions: $500
(d) Graduate School Personal Statement (General): $1,000
(e) Graduate School Personal Statement (Law School, Medical School): $2,000
(f) Summer Program Essays: $300 per program
(g) Other consulting and editing services: $100 per hour
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