XXX INC. INDEPENDENT CONTRACTOR ENAGEMENT AGREEMENT
This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered
into as of [insert date], by and between XXX INC. DBA WTS EDUCATIONAL
SYSTEMS. (the “WTS EDUCATIONAL SYSTEMS”), with its principal place of business
located at [Insert address of WTS Educational Systems], and [Insert name of independent
contractor] (“Independent Contractor”), an independent contractor whose principal place of
business located at [insert address].
RECITALS
WHEREAS the WTS EDUCATIONAL SYSTEMS is [insert a brief description of WTS
Educational Systems]; and
WHEREAS the Independent Contractor is [insert details] who shall be contracted to perform
certain duties and responsibilities on behalf of and for the WTS EDUCATIONAL SYSTEMS;
and
WHEREAS the WTS EDUCATIONAL SYSTEMS desires to engage the services of
Independent Contractor and the Independent Contractor has agreed to perform the services
as provided in this agreement for the WTS EDUCATIONAL SYSTEMS regarding a therapy
program; Inland Empire Regional Center (IERC) ABA Services. The Parties have agreed
that the provision of content shall be made on the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, WTS EDUCATIONAL SYSTEMS and
Independent Contractor agree as follows:
1. Engagement. The WTS EDUCATIONAL SYSTEMS hereby engages the services of
Independent Contractor to;
a) [list the duties of independent contractor].
1.2 The duties of WTS EDUCATIONAL SYSTEMS in engagement shall include:
i. [list the duties]
1.3 The independent contractor shall be held accountable to [Insert number of leads]
calls/leads passed to the investment advisor per day
2. Term and Termination.
2.1 Term. The term of this Agreement shall be for a [Insert period] commencing on the
[insert date] through [insert date] (the “Term”), unless earlier terminated as provided
herein, or unless extended by mutual agreement expressed in writing signed by both
parties prior to the expiration of the Term.
2.2 Termination. Notwithstanding anything in this Agreement to the contrary:
2.2.1 The agreement may be terminated by either party at any time without
advance notice, upon a material breach by the other party of any of its or his
obligations hereunder; and
2.2.2 The Term may be terminated without cause by either party upon Ninety
(90) days written notice to the other.
3. Fees and Expenses; Services.
3.1 Fees. During the Term, the WTS EDUCATIONAL SYSTEMS shall pay Independent
Contractor as follows:
3.3.1 For services performed during the Term, the Therapy Program known as
Inland Empire Regional Center (IERC) ABA Services program, WTS
EDUCATIONAL SYSTEMS will pay Independent Contractor a fee equal to
[insert amount] per hour and will be entitled to profit share of [insert
percentage] after all expenses have been paid quarterly.
3.2 Business Expenses. WTS EDUCATIONAL SYSTEMS shall reimburse Independent
Contractor for all reasonable, out-of-pocket business expenses actually incurred by
Independent Contractor during the Term in performing the Services; provided, that
(i) any such expense is pre-approved by the WTS EDUCATIONAL SYSTEMS
(ii) Independent Contractor submits to WTS EDUCATIONAL SYSTEMS
appropriate supporting documentation for all such expenses in accordance
with WTS EDUCATIONAL SYSTEMS’s policies and procedures.
Any losses incurred by the independent contractor in the course of conducting
business shall be met by the independent contractor.
3.3 Supplies and Equipment. WTS EDUCATIONAL SYSTEMS will provide to
Independent Contractor, throughout the term of this Agreement, the use of all
necessary equipment, as well as software and other material for Independent
Contractor to perform his duties under this Agreement. All such equipment will
remain the property of the Company.
4. Additional Requirements for Services to Be Performed.
4.1 Reporting. Independent Contractor shall regularly report, but no less than weekly
during the Term, on the progress of completion of tasks, and the hours incurred in
performing such tasks. The WTS EDUCATIONAL SYSTEMS shall communicate
due dates for the deliverables to the contractor when the task is assigned.
4.2 Best Efforts. Independent Contractor agrees to use his best efforts in providing
services under the terms of this Agreement.
4.3 No Subcontracting. Independent Contractor is being engaged to perform personal
services within his asserted areas of professional expertise, and shall not delegate
or subcontract any portion of the services to be performed hereunder.
5. Independent Contractor & WTS EDUCATIONAL SYSTEMS Relationship.
5.1 No Employment Relationship. The WTS EDUCATIONAL SYSTEMS and
Independent Contractor each expressly agree and understand that they are creating
an Independent Contractor relationship, and that Independent Contractor shall not
be considered an employee of the WTS EDUCATIONAL SYSTEMS for any
purpose. Independent Contractor is not entitled to receive or participate in any
medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the
WTS EDUCATIONAL SYSTEMS to its employees. Independent Contractor is
exclusively responsible for all Social Security, self-employment, and income taxes,
disability insurance, workers’ compensation insurance, any other statutory benefits
otherwise required to be provided to employees, and all fees and licenses, if any,
required for the performance of the services hereunder.
6. Work for Hire.
Independent Contractor understands and agrees that (i) to the extent permitted by law,
applicable portions of the Work assigned to the Independent Contractor shall be deemed a
“work made for hire”, and that WTS EDUCATIONAL SYSTEMS shall be deemed the
exclusive owner of all rights, title and interest in and to such Work in any and all media,
languages, territories and jurisdictions throughout the world, now known or hereafter
devised, including, but not limited to, any and all works of authorship, copyrights and
copyright registrations.
7. Conflicts of Interest and Ethical Conduct.
7.1 Performance of Services for Competitors. Independent Contractor will notify the
WTS EDUCATIONAL SYSTEMS immediately if, during the Term, he engages, or
proposes to engage, in the performance of services for any competitor of WTS
EDUCATIONAL SYSTEMS, or any vendor to or customer of the WTS
EDUCATIONAL SYSTEMS. If Independent Contractor performs services, whether
as an employee or an Independent Contractor, for a competitor of WTS
EDUCATIONAL SYSTEMS during the Term of this Agreement, WTS
EDUCATIONAL SYSTEMS may terminate this Agreement immediately and without
further obligation. Additionally, to avoid the appearance or existence of a conflict of
interest, during the Term, Independent Contractor must fully disclose in advance to
WTS EDUCATIONAL SYSTEMS the terms of any proposed or actual services for a
vendor or customer of WTS EDUCATIONAL SYSTEMS, and WTS EDUCATIONAL
SYSTEMS shall have the right in its sole discretion to disapprove the transaction on
conflict of interest grounds, or alternatively to terminate this Agreement immediately
and without further obligation to Independent Contractor.
7.2 Compliance with Applicable Laws. Independent Contractor, in his performance
under this Agreement, shall comply with all applicable federal, state, and local laws
and regulations.
7.3 Solicitation of WTS EDUCATIONAL SYSTEMS Personnel. Independent Contractor
agrees to refrain from any solicitation or recruitment (directly or indirectly) of any of
WTS EDUCATIONAL SYSTEMS’s employees during the term of this Agreement
and for a period after the expiration or termination of this Agreement equal in
duration to the duration of this Agreement. General solicitation, not directed at WTS
EDUCATIONAL SYSTEMS’s employees, will not constitute a violation of this
Section.
7.4 Conditions Imposed by WTS EDUCATIONAL SYSTEMS’s Customers or Vendors.
WTS EDUCATIONAL SYSTEMS’s customers or vendors may from time to time
impose restrictions or conditions, including conditions of confidentiality, on WTS
EDUCATIONAL SYSTEMS and personnel working with the WTS EDUCATIONAL
SYSTEMS. Independent Contractor agrees that such terms and conditions, of which
he has been notified in writing, form an integral part of this Agreement, and
Independent Contractor covenants and agrees to accept and comply with such
additional terms and conditions.
8. Confidentiality and Non-Disclosure.
8.1 Confidential Information Defined. As used herein, the term “Confidential Information”
shall mean and include, without limitation, any and all trade secrets, secret
processes, marketing data, marketing plans, marketing strategies, Client names and
addresses, prospective Client lists, data concerning WTS EDUCATIONAL
SYSTEMS’s products and methods, computer software, files and documents, and
any other information of a similar nature disclosed to Independent Contractor or
otherwise made known to him as a consequence of or through his relationship with
the WTS EDUCATIONAL SYSTEMS.
8.2 Confidential Information Belongs to WTS EDUCATIONAL SYSTEMS. All notes,
data reference materials, memoranda, documentation and records in any way
incorporating or reflecting any of the Confidential Information shall belong
exclusively to WTS EDUCATIONAL SYSTEMS, and Independent Contractor agrees
to return the originals and all copies of such materials in his possession, custody or
control to the WTS EDUCATIONAL SYSTEMS upon request or upon termination or
expiration of the Term of this Agreement.
8.3 Confidentiality Obligation. Independent Contractor agrees during the Term of this
Agreement and thereafter to hold in confidence and not to directly or indirectly
reveal, report, publish, disclose or transfer any of the Confidential Information to any
other person or entity, or utilize any of the Confidential Information for any purpose,
except in the course of services performed under this Agreement.
8.4 Injunctive Relief in Event of Breach. Because of the unique nature of the
Confidential Information, the undersigned understands and agrees that WTS
EDUCATIONAL SYSTEMS will suffer irreparable harm in the event that
Independent Contractor fails to comply with any of his obligations under
this Section 8, and that monetary damages will be inadequate to compensate WTS
EDUCATIONAL SYSTEMS for such breach. Accordingly, Independent Contractor
agrees that WTS EDUCATIONAL SYSTEMS will, in addition to any other remedies
available to it at law or in equity, be entitled to injunctive relief to enforce the terms
of this Section 8.
9. Representations and Warranties.
Independent Contractor hereby represents and warrants that, as of the date hereof and
continuing throughout the term of this Agreement, he is not and will not be in any way
restricted or prohibited, contractually or otherwise, from entering into this Agreement or
performing the services contemplated hereunder.
10. Dispute Resolution
All or any disputes arising out or touching upon or in relation to the terms and conditions of
this Agreement, including the interpretation and validity of the terms thereof and the
respective rights and obligations of the Parties, shall be settled amicably by mutual
discussion, failing which the same shall be settled through Mediation.
11. Miscellaneous.
11.1 Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces any
oral or written agreements heretofore entered into between the parties. This
Agreement cannot be modified, or any performance or condition waived, in whole or
in part, except by a writing signed by the party against whom enforcement of the
modification or waiver is sought. The waiver of any breach of any term or condition
of this Agreement shall not be deemed to constitute the waiver of any other breach
of the same or any other term or condition.
11.2 Interpretation, Severability and Reformation. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be valid and effective
under applicable law. If any provision of this Agreement shall be unlawful, void or for
any reason unenforceable, it shall be deemed separable from, and shall in no way
affect the validity or enforceability of, the remaining provisions of this Agreement,
and the rights and obligations of the parties shall be enforced to the fullest extent
possible.
11.3 Survival. To the extent consistent with this Agreement, all representations,
warranties and post-termination obligations contained in this Agreement shall
survive the expiration of the Term, or the termination, of this Agreement.
11.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
WTS EDUCATIONAL SYSTEMS and to any of its successors. This Agreement is
not assignable by Independent Contractor, but shall be binding upon and, to the
extent provided for in this Agreement, inure to the benefit of Independent
Contractor’s heirs, executors, administrators and legal representatives.
11.5 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
11.6 Governing Law. The validity and effect of this Agreement shall be governed by and
construed and enforced in accordance with the laws of [Insert state] without
reference to conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor
Agreement as of the date first above written.
/s/_________________________
[insert name of your WTS EDUCATIONAL SYSTEMS]
[insert representative’s name]
[date]
/s/_________________________
[insert name of Independent Contractor]
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