FREELANCER SERVICES AGREEMENT
This FREELANCER SERVICES AGREEMENT (this “Agreement”) is made and entered into as
of [insert date] (the “Effective Date”), by and between XXX, whose place of
business is at XXX, and XXX,
whose address is at XXX Each
of XXX and XXX are sometimes referred to individually as a “Party” or collectively as
the “Parties.”
RECITALS
A. XXX, is [insert your description and the business you do in relation to this agreement]
and wishes to engage the services of XXX; and
B. XXX has agreed to provide certain services to XXX on the terms set forth in
this Agreement.
Therefore, the Parties agrees as follows:
AGREEMENT
1. ENGAGEMENT; SERVICES
DAVID hereby engages CAMBRIAL to provide during the Term (as defined in Section 3, below)
the services set forth herein below: (collectively, the “Services”).
CAMBRIAL is required to do and complete the following:
a) Application for New York State Rental Assistance Program (ERAP)Emergency Rental
Assistance Program;
b) Gather Documents for both Tenant and Landlord;
c) Fill out Application completely;
d) Assist with providing additional documents;
e) Consulting on Application;
f) Following thru application until Disbursements of Funding
During the Term, CAMBRIAL agrees to devote such efforts and time as is reasonably required
to fulfill CAMBRIAL’s duties in connection with the Services, to provide the same in a diligent
and conscientious manner and to the best of XXX ability, in accordance with applicable
law, and the terms and conditions provided in this Agreement.
2. COMPENSATION; EXPENSES
(a) Fee. As consideration for the Services, XXX shall pay XXX, a total fee in an
amount equal to Three Hundred Dollars ($300) within 3 days of the execution of this agreement
and an additional plus 8% of funding when Disbursement of funds, which form the subject
matter of this agreement, are released. It is agreed by the parties that the funds shall be sent via
check to CAMBRIAL address provided hereinabove.
(b) Contingency. All documents, originals and copies, pertaining to this transaction and the
subject matter of this agreement are to be provided to XXX by XXX, failure to which
CAMBRIAL hereby shall forfeit the 8% funding in clause 2(a).
(c) Tax Matters. XXX and XXX agree that XXX shall be treated as an
independent XXX, and not as an employee of XXX with respect to the Services
performed hereunder. All fees payable to XXX hereunder shall be paid in full, without any
withholding, deduction, or offset of any Federal, state, or local income taxes, employment taxes,
or other withholdings, except to the extent XXX reasonably determines that any such
withholdings, deductions, or offsets are required by applicable law. XXX hereby
covenants and agrees that
XXX shall be solely responsible for all income taxes, payroll taxes, and other
withholdings (both employer and employee portions) with respect to all fees paid by XXX
hereunder, and agrees to indemnify and hold XXX harmless from and against any and all
loss, liability, claim, cause of action, suit, fine, damage, judgment, cost or expense (including
reasonable attorneys’ fees) arising out of or in connection with any tax liability or other tax
obligations relating to payments made to XXX pursuant to this Agreement, including,
without limitation, any such taxes and withholdings imposed as a result of any claim or
determination by any taxing authority or otherwise that XXX is not an independent
XXX with respect to the services performed hereunder.
3. TERM
(a) Term. The Engagement shall be for a [insert term period] period commencing on [insert
commencement date] and ending on [insert end date], unless terminated in accordance with
Section 3(b).
(i) Termination. The Engagement may be terminated by: (i) the mutual, written consent
of XXX and XXX; or (ii) by the non-breaching Party upon the occurrence of a
breach by the other Party in the performance of its obligations under this Agreement,
which breach (if capable of cure) is not cured to the reasonable satisfaction of the non-
breaching Party within ten (10) business days after the non-breaching Party has
delivered written notice of such breach to the breaching Party.
(ii) Effect of Termination. In the event the Engagement is terminated or expires, the
provisions of this Agreement, other than those set forth in Section 8(i), shall no longer
have any force or effect. Upon the termination of the Engagement, XXX shall (i) pay to
XXX, no later than fifteen (15) days after the date of termination, the earned, but
unpaid portion of the Fee, prorated through the date of termination, and (ii) shall
reimburse XXX, in accordance with Section 2(b), for all expenses properly
incurred prior to the date of termination.
4. REPRESENTATIONS AND WARRANTIES OF XXX
CAMBRIAL represents and warrants to XXX that (i) XXX has the legal capacity to
execute, deliver and perform this Agreement, (ii) this Agreement is a valid and binding
agreement and is fully enforceable against XXX, (iii) XXX is not a party to any
agreement that would prevent his entering into this Agreement or performing his obligations
hereunder, (iv) XXX performance of this Agreement will not breach any confidentiality
or other agreement, with any former employer or other third party, to which XXX is
bound, (v) in performing the Services, XXX shall not make any unauthorized use of any
confidential or proprietary information of any other person or entity, and (vi) XXX has not
previously granted, pledged, or made any other disposition to any person or entity, or any right,
title or interest in or to the Work, and shall not make sure any disposition to any person or entity
other than XXX.
XXX represents and warrants to XXX that (i) XXX has the legal capacity to execute,
deliver and perform this Agreement, (ii) this Agreement is a valid and binding agreement and is
fully enforceable against XXX, (iii) XXX is not a party to any agreement that would prevent
it from entering into this Agreement or performing its obligations hereunder.
5. INDEMNIFICATION
Each Party (an “Indemnifying Party”) shall indemnify and defend the other Party and its affiliates
and their respective successors and assigns, and each of their respective officers, directors,
partners, managers, employees, stockholders, members, XXX, attorneys, accountants,
representatives, and agents (collectively, the “Indemnified Parties”), in respect of, and hold them
harmless against, any and all claims, demands, causes of action, actions, proceedings,
judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest obligations,
taxes, deficiencies, losses, costs and expenses (including, without limitation, amounts paid to
enforce the provisions of this Section 5 and amounts paid in settlement, interest, court costs,
costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other
experts, and other expenses) (collectively, “Damages”) incurred or suffered by any of the
Indemnified Parties arising out of, resulting from, relating to, or constituting (a) any fraud,
misrepresentation or breach of any provision of this Agreement (including, but not limited to, the
representations and warranties) by the Indemnifying Party, or (b) any gross negligence or willful
misconduct by the Indemnifying Party. In addition, and notwithstanding the foregoing,
XXX shall reimburse and indemnify XXX and hold XXX harmless against any and all
Damages incurred by XXX in connection with or arising out of (i) XXX breach of any
of XXX warranties, representations, or obligations set forth herein, or (ii) any claim by a
third party that the Work, or any portion thereof, infringes or otherwise violates any intellectual
property, privacy, or other rights of such party.
6. INDEPENDENT XXX; NO AGENCY
XXX and XXX agree that XXX will perform the Services as an independent
XXX, retaining reasonable control over and responsibility for XXX own
operations. XXX shall control the time, manner and place of performance of the Services.
Without limiting the foregoing, XXX acknowledges and agrees that XXX shall not
have any right to any compensation or benefits that XXX grants its employees, including,
without limitation, any salary, pension, stock, bonus, profit sharing, insurance of any kind, health
or other benefits that are available to employees of XXX. In addition, XXX shall not use
any sub-CAMBRIALs to perform the Services hereunder and XXX may not delegate any
of his duties hereunder. XXX will not be considered an employee or agent of XXX as a
result of this Agreement, nor will XXX have the authority to contract in the name of or
bind XXX based on the consulting relationship established hereunder.
7. MISCELLANEOUS
(a) Non-Disclosure Agreement. XXX agrees that except as directed by XXX, he/she
will not at any time or for any reason, disclose to any person any of the Information pertaining to
this agreement, or permit any person to examine and/or make copies of any documents which
may contain or are derived from the Information pertaining to this agreement, without the prior
written permission of XXX. Freelance agrees that if he/she is in breach of this, he/she shall
forfeit the 8% funding in clause 2(a).
(b) Notices. Any notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered by hand, within one (1)
business day of facsimile with receipt confirmed, within one (1) business day of transmission by
electronic mail or upon receipt when mailed by United States mail, registered or certified,
postage prepaid, return receipt requested, addressed to the Parties as set forth in the signature
pages hereof. A Party may change or supplement its address for the purposes of receiving
notice pursuant to this Section 7(a) by giving the other Parties written notice of the new address
in the manner set forth above.
(c) Entire Agreement; Modification. This Agreement, including the exhibits attached hereto, (i)
contains the complete and entire understanding and agreement of XXX and XXX with
respect to the subject matter hereof, (ii) supersedes all prior and contemporaneous
understandings, conditions and agreements, oral or written, express or implied, respecting the
engagement of XXX in connection with the subject matter hereof, and (iii) may not be
modified except by an instrument in writing executed by a duly authorized representative of
each of XXX and XXX.
(d) Assignment. Neither party may assign its rights or obligations under this Agreement without
the other party’s express written consent.
(e) Governing Law. This Agreement shall be construed according to the laws of the State of
Wisconsin without regard to conflict of laws provisions thereof. The parties hereby submit to the
jurisdiction of the state and federal courts in Wisconsin and agree that said courts have the sole
and exclusive jurisdiction over any and all disputes and causes of action involving such party
that arise out of or relate to this Agreement or its performance. Should either party bring legal
action to enforce its rights under this Agreement, the prevailing party in such action shall be
entitled to recover from the losing party its reasonable attorneys’ fees and costs in addition to
any other relief to which such party is entitled.
(f) Severability. If any provision of this Agreement is declared by any court of competent
jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions
of this Agreement, which shall be fully severable, and given full force and effect.
(g) Attorneys’ Fees. In the event that there has been a breach of any provision of this
Agreement by any Party, the other Party will be entitled to recover its reasonable costs and
attorneys’ fees in any legal proceeding to enforce the terms of this Agreement.
(h) Counterparts. This Agreement may be executed in counterparts and delivered by facsimile
or electronic transmission, each of which shall be deemed an original, but all of which, together,
shall constitute one and the same instrument.
(i) Survival. The provisions of Sections 2(c), 3(c), 4, 5, 6, 7, and 8 shall survive any termination
or expiration of the Engagement. The termination or expiration of the Engagement shall not
adversely affect the rights or obligations of the Parties to the extent accrued prior to such
termination or expiration.
(j) Further Assurances. Each Party shall take all actions and execute all documents reasonably
necessary to effectuate the purposes and intents of this Agreement.
(k) Beneficiaries. The benefits of this Agreement shall inure to the Parties, their respective
successors and permitted assigns, and the obligations and liabilities assumed in this Agreement
by the Parties shall be binding upon their respective successors and permitted assigns.
IN WITNESS WHEREOF, the Parties have executed this Agreement as a deed as of
the day and year first above written.
EXECUTED on behalf of XXX by:
1. ………………………………………………
Signature
………………………………………….
EXECUTED on behalf of XXX by:
1. ………………………………………………
Signature
……………………………………….
[XXX]
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