INDEPENDENT CONTRACTOR AGREEMENT
Independent contractor agreement (the “Agreement”) made on ________________, 20___ between _________________ a/an _____________ organized under the laws of Minnesota, having its principal office at _____________________________(the “Company”), and ________________, having its principle office at _________________________ (the “Independent Contractor”).
1.1 Terms of Agreement
The services called for under this Agreement shall commence on _____________ and terminate on __________________.
1.2 Work to Be Performed
Company desires that the Independent Contractor perform, and the Independent Contractor agrees to perform, the following work: [Description of work]
1.3 Terms of Payment
Company shall pay the Independent Contractor according to the following terms and conditions: [Description of payment arrangement with as much detail as possible. Payment should be on “per job” basis or in lump-sum not hourly, weekly, or monthly; unless such method is a convenient way to make lump-sum payment]
1.4 Reimbursement of Expenses and Equipment Costs
Company shall not be liable to the Independent Contractor for any expenses paid or incurred by the Independent Contractor unless otherwise agreed to in writing. The Independent Contractor shall submit in writing prior to initiation of performance of this Agreement a detailed breakdown of costs associated with use of all tools and equipment to be used in in performance of this Agreement.
a reasonable estimate of the cost associated with the use of tools and equipment expected to be used in performance of this Agreement.
2.1 Independent Contractor Status
The Independent Contractor expressly represents and warrants to Company that (1) s/he/it is not and shall not be construed to be an employee of the company and that his/her/its status shall be that of an independent contractor for which s/he/it is solely responsible for his/her/its actions and inactions; and (2) the Independent Contractor shall not act as an employee or agent of Company; and (3) the Independent Contractor is not authorized to enter into contracts or agreements on behalf of Company or to otherwise create obligations of Company to third parties.
2.2 Performance of work
The Independent Contractor shall devote such time and effort to the performance of this Agreement so as to effectively perform such services and to accomplish the purposes thereof. The independent contractor shall supply, at his/her/its own expense, all materials, supplies, equipment and tools required to accomplish the work agreed to be performed in accordance with this Agreement.
The Independent Contractor shall promptly provide written reports with respect to the completion of services rendered under this Agreement upon request from the Company.
2.4 Compliance with Laws
The Independent Contractor represents that s/he/it has complied with all federal, state and local laws regarding business permits and licenses that may be required to carry out the work to be performed under this Agreement.
2.5 Payment to Independent Contract Employees
The Independent Contractor shall be solely responsible for paying its employees.
2.6 Federal, State, and Local Payroll Taxes
The Independent Contractor acknowledges that Company shall neither pay nor withhold federal, state or local income tax or payroll tax of any kind on behalf of the Independent Contractor or the employees of the Independent Contractor. The Independent Contractor shall not be treated as an employee for the services performed hereunder for federal, state, or local tax or any other purposes.
2.7 Notice to Independent Contractor About Its Tax Duties and Liabilities
The Independent Contractor understands that s/he/it is responsible to pay, according to law, his/her/its income taxes. If the Independent Contractor is not a corporation, s/he further understands that s/he may be liable for self-employment (social security) tax, to be paid by the Independent Contractor according to law.
2.8 Responsibility for Workers’ Compensation
The Independent Contractor understands that no workers’ compensation insurance shall be obtained by Company covering the Independent Contractor orhis/her/itsemployees. The Independent Contractor shall comply with the workers’ compensation law concerning the Independent Contractor and his/her/its employees.
2.9 Non-Eligibility for Benefits
The Independent Contractor acknowledges that as a non-employee, s/he/it is not eligible to participate in any of Company’s employee benefit programs (nor are her/his spouse or dependents) and waives all rights to such benefits, including any right to file a claim for any employee benefits under the Employee Retirement Income Security Act, applicable state or local law, or any Company policy, practice, procedure, or program. The Independent Contractor also agrees that should s/he/it at a later time become an employee of Company, s/he/it would become eligible to participate in Company’s employee benefit programs at that time, in accordance with the terms of each plan and Company policies, practices, procedures, and programs.
The Independent Contractor may assign this Agreement in whole or in part. The Independent Contractor shall provide written notice to the client promptly before any such Assignment and the Company will have the option to void this Agreement upon assignment.
The Independent Contractor shall not be allowed to assign this Agreement in whole or in part. Any attempt to assign this agreement shall be null and void.
3.1 Confidential Matters and Proprietary Information
The Independent Contractor recognizes that during the course of performance of this agreement s/he/it may acquire knowledge of confidential information or trade secrets. The Independent Contractor agrees to keep all such confidential information in a secure place and not to publish, communicate, use, or disclose, directly or indirectly, for her/his/its own benefit or for the benefit of another, either during or after contract performance, any such confidential business information or trade secrets. Upon termination or expiration of this Agreement, Independent Contractor shall deliver all records, data, information, and other documents produced or acquired during the performance of this Agreement, and all copies thereof, to Company. Such material shall remain the property of Company. This obligation of confidence shall not apply to information that (1) is available to the Independent Contractor from third parties on an unrestricted basis; or (2) is disclosed by Company to others on an unrestricted basis.
A. Independent Contractor hereby acknowledges and understands the term “Confidential Information” means any and all information relating directly or indirectly to the Company or the Company’s business with third parties, whose associations are developed or learned through during performance of this Agreement, including, but not limited to: (i) the Company’s clients and customers or potential clients and customers (collectively “Customer(s)”); (ii) competitors; (iii) vendors; (iv) advertisers; (v) the Company’s employees; (vi) contractors of the Company; or (vii) general public, that is not generally ascertainable from public or published information and/or trade sources, which is or was disclosed to Independent Contractor, learned by Independent Contractor or developed as a consequence or through Independent Contractor’s relationship with the Company or any parent, subsidiary, and/or affiliated entity of the Company, whether or not it is expressly identified as “confidential” or “trade secret,” including, but not limited to: (i) financial information; (ii) invoices; (iii) contracts; (iv) forms; (v) research; (vi) price lists; (vii) marketing materials; (viii) advertising materials and developments; (ix) sales material and reports; (x) copyrighted materials; (xi) Trade Secrets (defined hereinafter); (xii) custom designs and lists; (xiii) the particular needs and requirements of Customers; (xiv) identities of potential Customers and (xv) all accompanying Customer data.
B. Independent Contractor hereby acknowledges and understands the term “Trade Secret(s)” includes, but is not limited to: (i) a confidential, proprietary and sensitive formula, pattern, compilation, program, device, method, technique, or process, provided to Independent Contractor in connection with the performance of this Agreement that is not generally known and readily ascertainable by proper means by any other person and/or Independent Contractor with actual or potential independent economic value, which specifically includes, but is not limited to all inventions or discoveries made by Independent Contractor and/or the Company resulting from the performance of this Agreement, Customer lists, invoices, and reports containing specifically developed information, such as the name, address, phone number, buying history, and other traits of Customers, along with any other information that the Company derives a competitive advantage from and (ii) that the Company makes reasonable efforts to maintain as secret. Independent Contractor hereby agrees to adhere to the method and form of protection of Trade Secret information required by the Company, subject to change at the Company’s sole discretion and specifically acknowledges and understands the Trade Secrets are the property of the Company and shall be maintained as such through the policies and statements included herein or other applicable materials. Independent Contractor is responsible for the appropriate containment, shredding, and/or immediate return of Trade Secret information upon termination of this Agreement and may not communicate any Trade Secret information, even in furtherance of the Company’s business, to any individual not privy to the Trade Secret Information (“Third Party”), without express consent by the Company and the Third Party’s agreement to be bound by the terms of this Agreement.
3.2 Inventions, Works, Trademarks
The terms “work,” “trademark,” and “invention” include anything created by the Independent Contractor, whether alone or with others, and whether they be Independent Contractor’s employees or agents of Company, while performing under the terms of this Agreement and for six months following its termination.
3.3 Work Made for Hire
During the performance of this agreement, the Independent Contractor may create certain works for Company that may be copyrighted under the laws of the United States. To the extent that any such works are created, the Independent Contractor will be considered to have created a work made for hire as defined in 17 U.S.C. § 101, and Company shall have the sole right to the copyright. In the event that any work created by the Independent Contractor does not qualify as a work for hire, the Independent Contractor agrees to assign his/her/its right in the work to Company, as is provided below.
3.4 Title to Works, Trademarks, and Inventions Produced
A. It is understood and agreed that the entire right, title, and interest throughout the world to all works, trademarks, and/or inventions that are conceived of, prepared, procured, generated, or produced, whether or not reduced to practice, by the Independent Contractor, either solely or jointly with others during the course of, in connection with, or as related to the performance of this Agreement, shall be and hereby are vested and assigned by the Independent Contractor to Company.
B. The Independent Contractor agrees to execute any and all documents prepared by Company and to do all other lawful acts as may be required by Company to establish, document, and protect such rights.
C. The Independent Contractor has acquired or shall acquire from each of his/her/its employees, consultants, and subcontractors, if any, the necessary rights to all such works, trademarks, and inventions produced by such employees, consultants, and subcontractors, within the scope of their employment by the Independent Contractor in performing services under this Agreement. The Independent Contractor shall obtain the cooperation of each such employee to secure to Company or its nominees the rights Company may acquire in accordance with the provisions of this clause.
4.1 Termination of Agreement
The Agreement may be terminated at any time by Company or the Independent Contractor, upon written notice to the other party, Notice shall be deemed to have been sufficiently given either when served personally or when sent by registered or certified mail return receipt requested addressed to the parties at the addresses set forth in this Agreement. Company shall not be liable for, nor shall the Independent Contractor be liable to perform, any services or expenses incurred after the receipt of notice of termination.
A. Either party may terminate this Agreement by giving ____ days’ written notice to the other of its intent to terminate this agreement. Such termination may be made with or without cause. During the ___-day period after such notice is sent, the parties shall continue to act toward each other in good faith.
B. Either party may terminate this Agreement with reasonable cause, effective immediately upon the giving of written notice of the termination. The grounds for reasonable cause shall include: material violation of this agreement or any act exposing the other party to liability for personal injury, property damage, or any other liability cognizable by a judicial body of competent jurisdiction.
4.2 Effect of Termination
Upon termination of this Agreement, the Company will compensate the Independent Contractor for work performed under this Agreement to the date of termination, as agreed to by the parties in writing. Where agreement cannot be reached, provisions of Article V shall apply.
5.1 Defense and Indemnification of claims
At its own cost and expense, Independent Contractor shall defend, indemnify and hold harmless Company from and against any claims brought by third parties as a result of performance of this Agreement. If Independent Contractor shall fail to promptly, professionally and diligently defend Company, Company may, but shall have no obligation to, assume the conduct of the defense, or settle the claim without Independent Contractor’s consent and Independent Contractor shall thereupon be fully responsible for the costs and expenses of the defense and/or settlement.
5.2 Enforcement of this Agreement
In the event of a breach of any covenant in any article of this Agreement by the Independent Contractor, it is understood and agreed that the Company shall be entitled to injunctive relief as well as all applicable remedies at law or in equity available to the Company against the Independent Contractor, including, but not limited to, reasonable attorney fees and costs incurred in bringing any action against Contractor or otherwise enforcing the terms of this Agreement.
Independent Contractor and Company hereby intentionally waive any right to request a trial in any action arising out of, or based upon this Agreement and any agreement contemplated to be executed in conjunction herewith. Any action arising out of, or based upon this Agreement and any agreement contemplated to be executed in conjunction herewith, or the breach thereof, shall be submitted to final and binding arbitration before a competent arbitration body in the county of Companies principle place of business in accordance with the rules and procedures of the American Arbitration Association then existing, or other competent arbitration body agreed to in writing by the parties to this agreement. The parties agree to reimburse the prevailing party’s reasonable attorney’s fees, arbitration costs, and all other expenses, in addition to any other relief to which the prevailing party may be entitled.
5.3 Choice of Law
Any dispute under this Agreement, or related to this Agreement, shall be decided in accordance with the laws of the state of Minnesota.
6.1 Security Regulations and Code of Conduct
The Independent Contractor shall comply with all applicable security regulations and code of conduct of Company. Independent Contractor agrees that compliance with this provision does not change his/her/its status of Independent Contractor.
6.2 Entire Agreement
This Agreement supersedes all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties. The Agreement cannot be changed or modified orally. This Agreement may be supplemented, amended, or revised only in writing by agreement of the parties.
The failure of either party to this Agreement to exercise any of its rights under this agreement at any time does not constitute a breach of this Agreement and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
If any part of this agreement is held to be unenforceable, the rest of this agreement shall nevertheless remain in full force and effect.
Independent Contractor agrees that Articles II – VI of this Agreement and subsections therein shall survive termination of this Agreement and shall be fully enforceable thereafter.
6.6 Conflicts of Interest
The Independent Contractor shall not act as an agent for, consultant to, or as an officer, employee, or other representative of any subcontractor or supplier to Company, or serve in any of the foregoing capacities for any of Company’s competitors or prospective competitors, without giving prior written notification to Company. The Independent Contractor hereby warrants that there is no conflict of interest between the Independent Contractor’s other employment, if any, or other contracts, if any, and the activities to be performed hereunder. The Independent Contractor shall promptly advise Company if a conflict of interest arises in the future.
The Independent Contractor hereby acknowledges that s/he/it has been provided with a copy of this Agreement prior to signing it, that s/he/it has been advised and given the opportunity to have this Agreement reviewed by his/her/its own attorney prior to signing the Agreement, that s/he/it understands the purposes and effects of this Agreement, and that s/he/it has been given a signed copy of this Agreement for his/her/its own records. The Independent Contractor expressly acknowledges and agrees that the execution by Company of this Agreement constitutes full, adequate, and sufficient consideration to Independent Contractor from Company for the duties, obligations, and covenants of Independent Contractor under this Agreement and that Company has a legitimate business interest in obtaining Independent Contractor’s commitment to the duties, obligations, and covenants of this Agreement. Company expressly acknowledges and agrees similarly with respect to the consideration received by it from Independent Contractor under this Agreement
It is the intention of both Company and Independent Contractor that the normal rule of construction to the effect of any ambiguities are to be resolved against the drafting party shall not be utilized in the interpretation or construction of this Agreement. Both parties shall be deemed to have participated equally in the drafting of this Agreement.
The headings in this Agreement are for convenience only and do not affect this Agreement’s interpretation.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this ____ day of ________________________, 20__.
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