INDEPENDENT CONTRACTOR ENGAGEMENT AGREEMENT
This INDEPENDENT CONTRACTOR ENGAGEMENT AGREEMENT (“Agreement”) is made
and entered into as of [insert date], by and between AMERICAN GUN OWNERS
ASSOCIATION (the “American Gun”), whose address is at [insert address], and XXX ACADEMY (“Independent Contractor”), with its principal place of business
located at [insert address].
RECITALS
WHEREAS, American Gun is [insert a description of the American Gun]; and
WHEREAS, the Contractor is [insert a description of the Contractor]; and
WHEREAS, the American Gun desires to engage the services of Contractor on a non-
exclusive, short-term basis to create the digital content portion of their course. [insert further
description]
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, American Gun and Independent Contractor
agree as follows:
1. Engagement. The American Gun hereby engages the services of Independent
Contractor, and Independent Contractor agrees to provide, the following services;
i. To create a digital content portion of the American Gun’s course;
ii. [insert additional services that the Contractor is expected to perform];
2. Term and Termination.
2.1 Term. The term of this Agreement shall be from [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 Term 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 5 days
written notice to the other.
3. Fees and Expenses; Services.
3.1 During the Term, the Independent Contractor shall be entitled to the following:
3.1.1 For services performed during the Term, the independent contractor will
receive 10% from any revenue generated through the funnel containing the
digital content for the life of the offer.
3.1.2 The Independent Contractor will also receive an additional 40% in addition to
3.1.1 above for any traffic/customer the independent contractor refers that
goes through the purchasing process
3.1.3 In the event American Gun requests, and Independent Contractor performs
services for American Gun during the Term, in excess of the agreed, the
American Gun will pay $[insert amount] for such excess service performed.
3.2 Supplies and Equipment. The American Gun shall provide all the equipment
necessary for the Contractor to use during the event, unless otherwise agreed upon
by the parties
4. Additional Requirements for Services to Be Performed.
4.1 Best Efforts. Independent Contractor agrees to use his best efforts in providing
services under the terms of this Agreement.
4.2 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 Relationship.
5.1 No Employment Relationship. The American Gun 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 American Gun 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 American Gun 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.
5.2 Non-exclusivity of Services Other Than to Competitors. This Agreement shall not
restrict Independent Contractor from performing services for other American Guns or
businesses; provided, however, that during the Term of this Agreement, Independent
Contractor shall not apply, bid, or contract for; or undertake any employment,
independent contractor work, or consulting work with, any competitor of American
Gun. The determination of which businesses constitute “competitors” of American
Gun shall be solely within the exclusive discretion of the American Gun.
6. 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. Proprietary Rights. The Parties agree that that (i) to the extent permitted by law,
applicable portions of the Work shall be deemed a “work made for hire”, and (ii) both
parties shall be deemed the exclusive owners 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. Both will have the rights
to use the digital content so long as it is behind a paywall/ charged for.
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, customer names
and addresses, prospective customer lists, data concerning American Gun’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
American Gun.
8.2 Confidential Information Belongs to American Gun. All notes, data reference
materials, memoranda, documentation and records in any way incorporating or
reflecting any of the Confidential Information shall belong exclusively to American
Gun, and Independent Contractor agrees to return the originals and all copies of
such materials in his possession, custody or control to the American Gun 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 American Gun will suffer
irreparable harm in the event that Independent Contractor fails to comply with any of
his obligations under this Section 7, and that monetary damages will be inadequate
to compensate American Gun for such breach. Accordingly, Independent Contractor
agrees that American Gun 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 7.
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. Miscellaneous.
10.1 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.
10.2 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.
10.3 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.
10.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit
of American Gun 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.
10.5 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.
10.6 Governing Law. The validity and effect of this Agreement shall be governed
by and construed and enforced in accordance with the laws of the State 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 REPRESENTATIVE]
AMERICAN GUN OWNERS ASSOCIATION,
[date]
/s/_________________________
[INSERT NAME OF REPRESENTATIVE]
XXX ACADEMY
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