FREELANCER AGREEMENT
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
- 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.
- 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.
- 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
- 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:
- the written, printed, graphic, or electronically recorded materials furnished by Company for Freelancer to use;
- 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;
- 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
- 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:
- Freelancer’s failure to complete the services that Company requests within the period speci1ed in Paragraph 4.2 above.
- Company’s failure to pay Freelancer any compensation due speci1ed in Paragraph 3.2 above.
- Freelancer’s breach of agreement contained in Paragraph 4.5.
- Freelancer’s breach of con1dentiality agreement speci1ed in Paragraph 6.1.
- Freelancer’s breach of prior notice obligation speci1ed in Paragraph 4.6.
- Freelancer’s breach of non-compete obligation speci1ed in Paragraph 6.2.
- 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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