INDEPENDENT CONTRACTOR ENGAGEMENT AGREEMENT
This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered into as of XXXX
, by and between GFC,XXX (the “Company”), whose address is
at XXX, and XXX who
is represented by XXX whose address and place of business located at XXX, (“Independent Contractor”).
RECITALS
WHEREAS, the Company is an international coalition of NGOs and Indigenous Peoples’
Organizations defending social justice and the rights of forest peoples in forest policies.; and
WHEREAS, the Contractor is a freelancer and an expert in producing videos; and
WHEREAS, the Company desires to engage the services of Contractor on a non-exclusive, short-
term while the Contractor is desirous to provide such services to the company;
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual promises, covenants
and agreements hereinafter set forth, Company and Independent Contractor agree as follows:
1. Engagement. The Company hereby engages the services of Independent Contractor, and
Independent Contractor agrees to provide, the following services to the company;
i. Provide the Company with multiple versions of the same animated video, including sound
designs and different voice overs and a bit of a different timing between them that will shed
light on the key concerns of the TNFD initiative as to the specifications detailed in the
Timeline and Activities in Annex 1 of this agreement
The deliverables under this agreement are as follows;
i. Animation Concept (Ideation + Storyboard + 3 Iterations)
ii. Three Animation Videos with Synced Subtitle
iii. Voice overs, English from Continental Africa, Spanish from Latin America and French from
Tunisia + Voice Overs and a mastered and Mixed Tack
2. Term and Termination.
2.1 Term. The term of this Agreement shall be from 20 th December 2020 through to 25 th January
2023 (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 15 days
written notice to the other.
3. Fees and Expenses; Services.
3.1 Fees. During the Term, the Company shall pay Independent Contractor as follows:
3.1.1 For services performed during the Term, the Company will pay
Independent Contractor 10,950 Euros as per the following schedule and as
expounded in Annex 2 – Project Schedule:
Payment
Number
Amount Due Date Requirements
1 7200 Euro XXX Payment due by XXX after signing
of the Contract and at the onset of the project
2 3750 Euro XXX Payment due by XXX upon releasing
everything on the list of deliverables below.
3.2 Business Expenses. Company 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 Company
ii. Independent Contractor submits to Company appropriate supporting documentation for
all such expenses in accordance with Company’s policies and procedures.
Any losses incurred by the independent contractor in the course of conducting business shall be met
by the independent contractor.
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 company 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.
5. Independent Contractor Relationship.
5.1 No Employment Relationship. The Company 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 Company 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 Company 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 Company’s 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 Company. The determination of which businesses constitute “competitors” of
Company shall be solely within the exclusive discretion of the Company.
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. Confidentiality and Non-Disclosure.
7.1 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 Company’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 Company.
7.2 Confidential Information Belongs to Company. All notes, data reference materials,
memoranda, documentation and records in any way incorporating or reflecting any of the
Confidential Information shall belong exclusively to Company, and Independent Contractor agrees to
return the originals and all copies of such materials in his possession, custody or control to the
Company upon request or upon termination or expiration of the Term of this Agreement.
7.3 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.
7.4 Injunctive Relief in Event of Breach. Because of the unique nature of the Confidential
Information, the undersigned understands and agrees that Company 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 Company for such breach. Accordingly,
Independent Contractor agrees that Company 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.
8. 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.
9. Miscellaneous.
9.1 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.
9.2 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.
9.3 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.
9.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Company
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.
9.5 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.
9.6 Governing Law. The validity and effect of this Agreement shall be governed by and construed
and enforced in accordance with the laws of Portugal 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/_________________________
FOR: GLOBAL FOREST COALITION
[[date]
/s/_________________________
MAYA HERSHEY,
UNDIVIDED EARTH,
[date]
Annex 1 – Timelines and Activities
Phase 1 of the project is contingent on Phase 0’s completion by GFC. Delivery of December 1
is only possible with the sign off of the main concepts by XXX
Indicative Timeline Phase Description Requirements
XXX Phase 0 Project Payment
Authorized by GFC
Project Payment
Authorized by GFC
XXX Phase 0 Finalization of the
script for the project
by GFC + Agreement
on the Look and Feel
Script ready in English
by GFC and concept
approved
1 November 2022 Phase 1 First iteration of
Video
First Iteration ready
by Undivided Earth
XXX Phase 1 Final iteration of
Video
Final Iteration ready
by Undivided Earth
XXX Phase 1 Final Video + VO +
Mastered + Subtitled
Final Video Sign off by
GFC
XXX Phase 2 Final translations
available by GFC
Final translation
delivery from GFC to
Undivided Earth
10 December 2022 Phase 2 Final Video in all
languages
Final Video in all
languages sign off by
GFC
Annex 2 – Project Budget
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