INDEPENDENT CONTRACTOR AGREEMENT
I. The Parties. This Agreement is made between Cambridge Bay Health LLC (“Client”) with a mailing address of 304 E Pine St #141, City of Lakeland, State of Florida, and Doyle Little (“Contractor”) with a mailing address of 29047 Harsell Rd, City of Ablemarle, State of North Carolina.
WHEREAS the Client intends to pay the Contractor for services provided, effective August 3, 2021, under the following terms and conditions:
In this agreement, reference to “customers” means clients belonging to Cambridge Bay Health LLC.
II. Scope of Work. The Contractor agrees to perform the following: Resuscitation, First Aid, CPR, AED, any and all offered American Red Cross and American Heart Association Training Classes
Hereinafter known as the “Services”.
III. Payment. In consideration for the services to be performed by the Contractor, the Client agrees to pay the Contractor 70% of all revenue received (after payment processing fees) for the completion of Services performed. Completion shall be defined as the fulfillment of Services as described in Section II in accordance with industry standards and to the approval of the Client, not to be unreasonably withheld.
The Contractor agrees to be paid: (check one)
ý – At completion of the Services performed.
☐ – On a ☐ weekly ☐ monthly ☐ quarterly basis beginning on ____________________, 20___ until the completion of the Services.
☐ – Commission in the amount of ________________________________________.
☐ – Other. ________________________________________________________.
IV. Due Date. The Services provided by the Contractor: (check one)
☐ – Shall be completed by ____________________, 20___.
ý – No due date.
☐ – Other. ________________________________________________________.
V. Expenses. The Contractor shall be: (check one)
ý – Responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions/payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided by the Contractor.
☐ – *Reimbursed for the following expenses that are attributable directly to the Services performed under this Agreement: _________________________________________.
The Client will be required to pay the Contractor within thirty (30) days of any Expense after receiving an itemized expense statement from the Contractor. Upon request by the Client, the Contractor may have to show any receipt(s) or proof of purchase for said Expense(s).
VI. Liability Insurance (Minimum ($) Amount). The Contractor agrees to bear all responsibility for the actions related to themselves and their employees or personnel under this Agreement. In addition, the Contractor agrees to obtain comprehensive liability insurance coverage in case of bodily or personal injury, property damage, contractual liability, and cross-liability (“Liability Insurance”). The Contractor agrees to reimburse the Client up to $200 annually for the outside liability after the 4th training class (minimum 25 students total), if a 6-month time period, is taught.
The minimum amount ($) for the Liability Insurance shall be: (check one)
☐ – There shall be a minimum amount of combined single limit of $________________.
ý – There shall not be a minimum amount required.
VII. Termination. This Agreement shall terminate upon the following: (check one)
☐ – Completion of the Services provided.
☐ – On the date of ____________________, 20___.
ý – Other. When both parties agree to terminate the agreement.
In addition, the Client or Contractor may terminate this Agreement, and any obligations stated hereunder, with reasonable cause by providing ___________day’s written notice of a material breach of the other party; or any act exposing the other party to liability to others for personal injury or property damage.
VIII. Option to Terminate. The Client and Contractor shall: (check one)
ý – Have the option to terminate this Agreement at any time by providing 90 days’ written notice.
☐ – Not have the option to terminate this Agreement unless there is reasonable cause, as defined in Section VII.
IX. Independent Contractor Status. The Contractor, under the code of the Internal Revenue Service (IRS), is an independent contractor, and neither the Contractor’s employees or contract personnel are, or shall be deemed, the Client’s employees.
In its capacity as an independent contractor, Contractor agrees and represents: Contractor has the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed. Contractor shall select the classes taught, starting and ending times, days of work, and order the work is performed; Contractor has the right to hire assistant(s) as subcontractors or to use employees to provide the services required under this Agreement. The Services required by this Agreement shall be performed by the Contractor, Contractor’s employees or personnel, and the Client will not hire, supervise, or pay assistants to help the Contractor; Neither Contractor nor Contractor’s employees or personnel shall receive any training from the Client in the professional skills necessary to perform the services required by this Agreement; and Neither the Contractor nor Contractor’s employees or personnel shall be required by the Client to devote full-time to the performance of the Services required by this Agreement.
Notwithstanding anything contained in this Section, the Contractor shall always perform their obligations under this Contract diligently, as and when they fall due and be responsive to the reasonable needs of the Client.
X. Business Licenses, Permits, and Certificates. The Contractor represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.
XI. Federal and State Taxes. Under this Agreement, the Client shall not be responsible for:
Withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes from the Contractor’s payments to employees or personnel or make payments on behalf of the Contractor; Make federal or state unemployment compensation contributions on the Contractor’s behalf; and the payment of all taxes incurred related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Contractor is not a corporation, all applicable self-employment taxes. Upon demand, the Contractor shall provide the Client with proof that such payments have been made.
XII. Benefits of Contractor’s Employees. The Contractor understands and agrees that they are solely responsible for and shall be liable to all benefits that are provided to their employees, including but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.
XIII. Unemployment Compensation. The Contractor shall be solely responsible for the unemployment compensation payments on behalf of their employees and personnel. The Contractor shall not be entitled to unemployment compensation in connection with the Services performed under this Agreement.
XIV. Workers’ Compensation. The Contractor shall be responsible for providing all workers’ compensation insurance on behalf of their employees. If the Contractor hires employees to perform any work under this Agreement, the Contractor agrees to grant workers’ compensation coverage to the extent required by law. Upon request by the Client, the Contractor must provide certificates proving workers’ compensation insurance at any time during the performance of the Service.
XV. Indemnification. The Contractor shall indemnify and hold the Client harmless from any loss or liability from performing the Services under this Agreement.
XVI. Confidentiality. The Contractor shall not disclose, directly or indirectly to any other person, any information concerning this agreement, whether such information is stated to be confidential or not, without the Company’s written permission either during or after the term of this Agreement, except to the extent necessary to perform services on the Client’s behalf.
The Contractor acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Contractor in order for the Contractor to perform their duties under this Agreement. The Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Client. Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client 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 the Client about whom the Contractor gained knowledge as a result of the Contractor’s services to the Client. Upon termination of the Contractor’s services to the Client, or at the Client’s request, the Contractor shall deliver to the Client all materials in the Contractor’s possession relating to the Client’s business.
Proprietary or confidential information also includes all other information or material that is otherwise disclosed under circumstances which would lead a reasonable person to understand that such information is confidential or proprietary.
The Contractor acknowledges any breach or threatened breach of confidentiality that this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client’s rights and remedies otherwise available at law.
XVII. No Compete and Exclusive Cooperation The Contractor agrees to ethically represent The Red Cross and the Client while providing services and conducting business. The Contractor agrees not to enter into any competing agreement with another person , or enter into contract itself with The Red Cross, American Heart Association, or any other Resuscitation/Medical/Safety Training provider, within any geographic area in which the Client is then conducting business,from the effective date of this agreement to 365 days after the agreement is terminated, unless agreed to in writing by the Client.
XVIII. Proprietary Information. Proprietary information, under this Agreement, shall include:
The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product;
Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Client will be entitled to use Contractor’s name and/or likeness in advertising and other materials.
XIX. No Partnership. This Agreement does not create a partnership relationship between the Client and the Contractor. Unless otherwise directed in writting, the Contractor shall have no authority to enter into contracts on the Client’s behalf.
XX. Assignment and Delegation. The Contractor may assign rights or delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). The Contractor recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.
The Contractor shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with Sections XVI & XVIII of this Agreement. If any such information is shared by the Subcontractor to third (3rd) parties, the Contractor shall be made liable.
XXI. Governing Law. This Agreement shall be governed under the laws in the State of Florida.
XXII. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.
XXIII. Breach Waiver. Any waiver by the Client of a breach of any section of this Agreement by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor.
XXIV. Pay Increase Schedule. The Contractor is required to complete a minimum of 15 classes every 6 months. The Contractor will receive an additional 1% in revenue pay for every class beyond the 30th class taught (minimum 215 students total) within the following 6-month periods: Jan 1 – Jun 30 & Jul 1 – Dec 31. In addition, the Contractor will have the opportunity to increase it’s share of revenue, based on the following additional American Red Cross certificates earned. The certificates must be earned in order to receive the corresponding percentages. If a certificate was earned, but a lower percentage certificate wasn’t, the revenue share will remain at the lowest percentage for the certificate received in succession as outlined. (As an example, utilizing the below structure, if you have your BLS Instructor, Babysitter Instructor, and then your CPR for Professional Rescuers Instructor certificate, the Contractor share would be at 72% because it is the last class, in order, that was completed.) The increase share % goes into effect the day the Contractor provides the certificate to the Client. It is the Contractor’s responsibility to ensure the certificates remain active and current or the Contractor share % will drop to the last active and current certificate in order as below.
Contractor Share % American Red Cross Certificates that must be earned in order
71% BLS Instructor
72% Babysitter Instructor
73% Wilderness Instructor
74% First Aid/CPR/AED Instructor Trainer
75% ALS Instructor
76% PALS Instructor
77% CPR for Professional Rescuers Instructor
78% ALS & PALS Instructor Trainer
79% Emergency Medical Response Instructor
The Contractor share and certificates required are subject to change and Contractor will be notified if changes occur.
XXV. Supplies and Equipment. All Supplies and Equipment must remain in excellent condition in regards to cleanliness and working order. Prestan is the preferred manikin provider and WNL the preferred AED trainer. Contractor agrees to discuss new equipment orders with the Client prior to ordering, if not Prestan or WNL, to ensure quality.
XXVI. Cancellations/Refunds. The Client will process all cancellations/refunds and credit card disputes as a result of cancellation or no-show. The Client will retain all forfeited fees due to cancellation(s) or no show(s). The Contractor will not be entitled to any amount of forfeited fees.
XXVII. Transactions. All transactions from customers, must be done through the Client . At any time, it is not authorized for Contractor to take direct payment from a customer unless agreed to, in writing, by the Client . Any discount/coupon offered to a customer by the Contractor must be authorized by the Client
XXVIII. Administration. The Client will supply key areas of administrative support to the Contractor in regards to setting up and maintaining classes.
XXIX. Advertising. The Contractor is responsible for all advertising costs and fees, including with the American Red Cross. Should the Client purchase advertisement on behalf of Contractor with Contractor’s approval, those costs must be paid to the Client by the Contractor at time costs are incurred.
XXX. Payments. Any payments made to the Client by the Contractor via invoice or credit card will be subject to a 5% processing fee.
XXXI. Territory. There is no exclusive Contractor territory. However, Contractor does not need to seek approval with Client for any class within 100 Driving miles of Ablemarle, NC. Outside of that boundary, Contractor agrees to consult with Client, prior to booking training, to ensure there will be no overlap or internal competition within the Client’s network.
XXXII. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Employer and Employee.
- Non-solicitation. The Contractor shall not interfere with the Client’s relationship with, or endeavor to entice away from the Client, the Client’s customers, or any person who had a material business relationship with the Client in the duration of this agreement. This Section shall survive the termination of this agreement
- .
- Dispute resolution. Mediation shall resolve any dispute under this agreement without limiting the Court’s jurisdiction. Parties shall act in good faith to resolve the dispute.
- Force majeure. For this agreement, “Force Majeure” means an event which a diligent Party could not have reasonably avoided in the circumstances, which is beyond the control of a Party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered as a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.
- Notices. Any notice required by this agreement or given in connection with it shall be in writing and shall be given to the appropriate Party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at their addresses (including email), and either Party may change their addressees by reasonable notice in writing given to the other Party.
- Additions, alterations, or modifications. Where it shall appear to the Parties that this agreement, or any terms and conditions contained in this agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the Parties will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing.
- Counterparts. This agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.
- Headings. The article and section headings in this agreement are for convenience; they form no part of this agreement and shall not affect its interpretation.
- Contractor Acknowledgements.The Contractor acknowledges that they have the necessary skills, expertise, personnel and equipment to carry out and complete the services.
The Contractor also acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that the restrictions imposed are fair, reasonable, and necessary to protect the Company’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions.
Client’s Signature ______________________ Date _______________
Print Name ______________________
Contractor’s Signature ______________________ Date _______________
Print Name ______________________
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