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(a) This agreement does not render Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. Contractor is and will remain an independent contractor in Contractor’s relationship to Company. Company is not responsible for withholding taxes with respect to Contractor’s compensation under this agreement. Company shall report all payments made to Contractor on a calendar year basis using IRS Form 1099, if required by law. Contractor shall report all such payments to the appropriate federal, state and local taxing authorities.
(b) Company shall not and shall have no obligation to: (1) (i) withhold FICA (Social Security and Medicare taxes) from Contractor’s payments or make FICA payments on Contractor’s behalf, (ii) make state or federal unemployment compensation contributions or payments on Contractor’s behalf, or (iii) withhold state or federal income tax from Contractor’s payments (collectively referred to as “Taxes”); or (2) obtain workers’ compensation insurance or any other insurance coverage of any kind on behalf of Contractor (collectively the “Insurances”). Contractor is not eligible to participate in any employee health, vacation pay, sick pay or other fringe benefit plan of Company (collectively “Benefits”), whether currently or later offered by the Company.
(c) If any government agency or court determines that Contractor should be reclassified as an employee, Contractor hereby waives any right to Company Benefits and acknowledges and understands that such reclassification does not entitle Contractor to any Benefits offered to Company’s employees.
(d) Contractor states that Contractor is qualified to perform the Services and that the Services will be performed in a professional and timely manner, conforming to generally accepted industry standards and practices.
(e) In accordance with Company’s objectives, Contractor will determine the method, manner, and means of performing the Services required by this agreement. Contractor shall provide the Services to the reasonable satisfaction of Company. Any negligent acts or omissions of Contractor in the course of providing the Services are the responsibility of Contractor alone.
(f) Contractor has no right, power or authority to bind Company, its subsidiaries or affiliates to the fulfillment of any condition, contract or obligation or to create any liability binding on Company, its subsidiaries or affiliates without the express consent of Company, which Company may provide as necessary to facilitate Contractor’s provision of the Services.
Contractor will be responsible for all expenses incurred in the course of providing the
Services for the initial 90 day probation period.
(a) This agreement will continue in full force and effect through the date that is
from the date of this agreement, unless terminated earlier. This agreement may only be renewed or extended thereafter by a written agreement of the parties.
(b) Either party may terminate this agreement at any time, with or without cause, with termination effective
days after delivery of written notice to the other party. In such event, subject to section 5(c), the
Company shall pay Contractor for the services rendered through the date of termination.
(c) If Contractor terminates this agreement before completely performing the Services, Company shall pay Contractor in proportion to the amount of the Services completed, but under no circumstances will Company be obligated to pay more than 1/3 of the full compensation under this agreement.
Contractor shall comply with all Company policies and procedures, of which
Company shall give Contractor reasonable notice.
(a) The term “Confidential Information” is defined as Company’s methods and techniques, practices, product compositions, products, equipment, tools, financial information, marketing and sales information and projections, client information and requirements, and all other knowhow, data, information and trade secrets in the possession of Company.
(b) Contractor shall not, at any time, use for Contractor’s own purposes or for others, or disclose to others any Confidential Information except to the extent necessary to provide the Services, and then only if any such disclosure is authorized in writing by Company.
(c) The nondisclosure provisions in this section do not apply to information that: (1) at the time of disclosure is generally available to and known by the public other than as a result of a disclosure in violation of this agreement; or (2) has been independently acquired or developed by Contractor without violation of any
obligation under this agreement, or from a third party with no obligation of confidence who has a right to make such disclosure; or (3) becomes available to the public through no fault of Contractor.
(d) The terms of this section will survive the termination of this agreement.
Contractor shall protect, defend, indemnify and hold Company harmless from any claims, demands, suits, damages, losses, expenses, liabilities or causes of action arising or resulting directly or indirectly from or in connection with: (a) Contractor’s breach of this Agreement; (b) Contractor’s acts or omissions outside the scope of the Services; and (c) Contractor’s negligent acts or omissions in performing the Services. Contractor also agrees to indemnify, protect and hold Company harmless from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self employment taxes, workers compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to Contractor. Contractor’s obligations hereunder
shall include the Company’s costs of defense, including reasonable attorneys’ fees, as well as the payment of any final judgment rendered against Company. Company shall indemnify and hold Contractor harmless from any claims, demands, suits, damages, losses, expenses, liabilities or causes of action arising or resulting directly or indirectly from or in connection with Company’s gross negligence in performing its obligations under this agreement.
Neither party will be liable for delay or failure in the performance of its obligations under this agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, death of a family member, fire, flood, inclement weather, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, or civil commotion. Each party shall use reasonable efforts to notify the other party within three days of the occurrence of such an event.
Waiver by one party of a breach of any provision of this agreement by the other will not operate or be construed as a continuing waiver.
Contractor shall not assign any of Contractor’s rights under this agreement, or delegate the performance of any of Contractor’s duties hereunder without the prior written consent of Company.
For a period of one year from the date of termination of my engagement with the company for any reason whatsoever, I will not engage, either directly or indirectly, alone or jointly with others, as a salaried employee, as an independent worker, as a partner, or as a consultant or in any other way in any business which may be in competition with the company or in which I will be expected to make use of my contacts with the company's customers which may have formed during the course of my time as a contractor and may have any element of competition with the company. The foregoing shall not apply if I receive advance written permission to do so, signed by an authorized officer of the company. Permission to engage in competitive work or expiration of the restricted stated above shown not release me from the obligation not to use or disclose confidential information.
. In connection with the performance of any service or other work either solely or jointly with others regarding the company or its products I hereby assigned to the company any and all right title and interest that I may have or may acquire as a result of my use of any of the confidential information including any newly developed products inventions trade secrets ideas etc., And I recognize that any such products inventions trade secrets ideas etc. should be the sole property of the company and it is signed and that the company shall be the sole owner of all patent rights copyright trade secret rights in all other related rights throughout the world.
This agreement constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
No amendment, change, or modification of this agreement will be valid unless in writing and signed by the parties.
If any provision of this agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this agreement will nevertheless remain in full force and effect.
Choice of Law.
The construction, interpretation, and performance of this agreement shall be governed by and construed in accordance with the laws of New York without regard to conflicts of laws principles.