INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (“Agreement”) is made and entered into by the undersigned parties _____________________ (the “Company”) AND __________________ (the “Contractor”) effective on _______________
In consideration of the promises, rights and obligations set forth below, the parties hereby agree as follows:
The Contractor shall provide the following services to the Company are as follows:
This Agreement shall commence on ________________________ and continue effectively until _________________. Unless terminated by either party upon 30 days’ written notice, this Agreement shall continue in effect perpetually. It will be binding on the parties in perpetuity.
A regular, ongoing relationship of indefinite term is contemplated. The Client has no right to assign services to the Contractor other than as specifically contemplated by this Agreement. However, the parties may mutually agree that the Contractor shall perform other services for the Client, pursuant to the terms of this Agreement.
The Contractor shall be reimbursed timely on a weekly basis, for the work completed, the Contractor will be reimbursed on the next billing cycle by the Company. The Contractor will be reimbursed as follows: ____________________________
- RELATIONSHIP OF PARTIES
It is understood by the parties that the Contractor is an independent contractor with respect to the Client, and not an employee or partner of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Contractor.
It is contemplated that the relationship between the Contractor and the Client shall be a non-exclusive one. The Contractor also performs services for other organizations and/or individuals. The Client has no right to further inquire into the Contractor’s other activities.
- CLIENT’S CONTROL.
The Client has no right or power to control or otherwise interfere with the Contractor’s mode of effecting performance under this Agreement. The Client’s only concern is the result of the Contractor’s work, and not the means of accomplishing it. Except in extraordinary circumstances and when necessary, the Contractor shall perform the Services without direct supervision by the Client.
- PROFESSIONAL CAPACITY.
The Contractor is a professional who uses his own professional and business methods to perform services. The Contractor has not and will not receive training from the Client regarding how to perform the Services.
- PERSONAL SERVICES NOT REQUIRED.
The Contractor is not required to render the Services personally and may employ others to perform the Services on behalf of the Client without the Client’s knowledge or consent. If the Contractor has assistants, it is the Contractor’s responsibility to hire them and to provide materials for them.
- NO LOCATION ON PREMISES.
The Contractor has no desk or other equipment either located at or furnished by the Client. Except to the extent that the Contractor works in a territory as defined by the Client, his or her services are not integrated into the mainstream of the Client’s business.
- NO SET WORK HOURS
The Contractor has no set hours of work. There is no requirement that the Contractor work full time or otherwise account for work hours.
- EXPENSES PAID BY CONTRACTOR.
The Contractor’s business and travel expenses are to be paid by the Contractor and not by the Client.
Contractor may have had access to proprietary, private and/or otherwise confidential information (“Confidential Information”) of the Client. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Client, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Client, and any and all trade secrets, customer lists, or pricing information of the Client. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. The Contractor will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Contractor will return to the Client all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Contractor during the term of this Agreement. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
The Contractor acknowledges the Contractor’s obligation to obtain appropriate insurance coverage for the benefit of the Contractor (and the Contractor’s employees, if any). The Contractor waives any rights to recovery from the Client for any injuries that the Contractor (and/or Contractor’s employees) may sustain while performing services under this Agreement and that are a result of the negligence of the Contractor or the Contractor’s employees. Contractor will provide the Client with a certificate naming the Client as an additional insured party.
The Contractor agrees to indemnify and hold harmless the Client from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Client that result from the acts or omissions of the Contractor, the Contractor’s employees, if any, and the Contractor’s agents.
- NO RIGHT TO ACT AS AGENT.
An “employer-employee” or “principal-agent” relationship is not created merely because (1) the Client has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Client has or retains the right to stop work done improperly. The Contractor has no right to act as an agent for the Client and has an obligation to notify any involved parties that it is not an agent of the Client.
- ENTIRE AGREEMENT
This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
- WAIVER OF BREACH
The waiver by the Client of a breach of any provision of this Agreement by Contractor shall not operate or be construed as a waiver of any subsequent breach by Contractor.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
- APPLICABLE LAW
This Agreement shall be governed by the laws of Canada.
IN WITNESS WHEREOF, the Parties agree to be bound as follows:
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