IT Contracting Agreement by monnett


									         THIS AGREEMENT, made effective as of this ______ day of ___________, 200____, by and between
Rollouts Incorporated, a Minnesota corporation (“Rollouts”), and ______________________________,
         Rollouts engages in the project management business; and
        Contractor is a professional with skills and expertise in business matters related to work required by
Rollouts’ customers; and
        The parties wish to establish their relationship as one of independent contractors for purposes of all
applicable law; and
      Rollouts and Contractor wish to specify the terms and conditions of their relationship according to this
        In consideration of these premises, the parties agree as follows:

1) Independent Contractor. Contractor agrees to perform services for Rollouts customers as an
   independent contractor and not as an employee, as that term is understood for all applicable laws.

2) Professional Skills. Contractor represents that Contractor has specific, professional skills and expertise in
   providing services required by Rollouts’ customers. Contractor will use Contractor’s best efforts and perform all
   services in accordance with project-specific written and oral communications with Rollouts, according to
   customary standards applied to other practitioners in Contractor’s trade, and in a workman-like fashion.

3) Entire Compensation. Rollouts shall pay Contractor pursuant to the terms specified in project-specific
   communications with Rollouts, which amount shall include the entire compensation of Contractor for all labor,
   materials and other expenses incurred in the performance of this Agreement. Contractor acknowledges that
   Rollouts won’t pay any other compensation to the Contractor.

4) Contractor Bears Own Expenses; Contractor Profit and Loss. Contractor shall supply and pay all expenses
   incident to the Contractor’s business. Contractor shall have no right of reimbursement for expenses,
   including travel, while performing services for Rollouts unless otherwise specifically provided in writing. In
   the course of operating Contractor’s own business, Contractor alone bears the risk of loss in connection
   with any services performed on a Rollouts project. Contractor may retain any profit without accounting to
   Rollouts nor will Contractor have recourse to Rollouts for any loss. Contractor acknowledges that the
   extent of Contractor’s income depends upon Contractor’s own skills and initiative.

5) Circumstances of Work.

    a) Neither Rollouts nor its agents or representatives shall have a right to control or direct the manner,
       details or means by which the Contractor accomplishes and performs Contractor’s services. Contractor
       agrees, however, to meet the reasonable requirements of Rollouts’ customers regarding access to
       customers’ premises and customers’ requirements for satisfactorily completing services for those
    b) Rollouts shall not control the hours or circumstances under which Contractor shall work.
    c) Contractor shall provide services using Contractor’s own tools and vehicles.
    d) Contractor shall not attend meetings of Rollouts and its employees.
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    e) Rollouts will not provide Contractor with keys or access to Rollouts’ premises and Contractor will not
       provide services at Rollouts’ premises.
    f) Rollouts will not provide Contractor with training or educational seminars as Rollouts may provide to its

6) Independent Business; Competition. Contractor owns and operates an independent business that
   routinely offers its services to customers other than Rollouts. Contractor will provide Rollouts
   business cards indicating Contractor’s trade name and appropriate telephone contact numbers in a
   way reasonably demonstrating this status. Contractor may contract for similar services and provide
   those services to other individuals and other businesses without Rollouts consent, expressed or
   implied, except as specified in this paragraph. Without Rollouts’ prior written consent, Contractor
   may not sell goods or services directly or indirectly to any Rollouts’ customer for which Contractor
   has first provided services through Rollouts for a period of two years following execution of this
   Agreement or the last date on which Contractor provides goods or services to that Rollouts
   customer, whichever occurs last. If Contractor has a business relationship with a Rollouts customer
   that pre-dates this Agreement, and Rollouts engages Contractor to perform services for that
   customer, Rollouts will waive the restrictions specified in this paragraph once Contractor provides
   written proof of previously performing paid services for the customer.
7) Insurance and Benefits. Contractor warrants and represents that Contractor has and will provide workers
   compensation, automobile liability and other insurance, as required by law, and expressly acknowledges that
   Contractor and Contractor’s employees will not be so covered by Rollouts. Contractor acknowledges that
   Contractor shall not be entitled to any of the benefits Rollouts provides to its employees including sick leave,
   vacation, jury duty pay or health and accident insurance coverage. The parties acknowledge that Contractor
   and any of Contractor’s employees are not employees or agents of Rollouts. Rollouts is, therefore, under no
   duty to provide fringe benefits to Contractor, including, but not limited to health insurance, life insurance,
   disability insurance, workers’ compensation coverage, unemployment compensation coverage, qualified and/or
   unqualified deferred compensation programs, or any other benefit unless Rollouts agrees to provide any such
   desired benefits in a writing signed by an officer of Rollouts.

8) Employer ID Number; Tax Compliance; Compliance with Other Law.

    a) Contractor has or will obtain the necessary employer identification number from the Internal Revenue
       Service and appropriate state department of revenue incident to the operation of Contractor’s business
       and provide same to Rollouts before commencement of work.

    b) Rollouts shall provide Form 1099 for amounts paid to Contractor for services during the tax year.
       Contractor will comply with all federal and state tax laws, including the requirement to make estimated tax
       payments and to report all items of gross receipts as income from the operation of Contractor’s business.
       Contractor shall hold Rollouts harmless from all loss, costs and/or expense arising out of failure of
       Contractor to pay any state and/or federal tax on amounts received from Rollouts.

    c) Contractor agrees to obtain all necessary licenses to conduct Contractor’s business and in all other ways
       to fully comply with all state and federal laws.

    d) Contractor agrees to abide by and comply with all federal, state and local laws insofar as they relate to the
       filing of all necessary forms and the payments of all amounts relating to income taxes, workers
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        compensation, social security taxes and/or unemployment compensation. Contractor shall hold Rollouts
        harmless and/or indemnify Rollouts against any action or claim against any instrumentality of the federal,
        state or local government, domestic or foreign, arising out of Contractor’s failure to meet these obligations
        or any finding that Contractor is not an independent contractor.

9) Authority. Contractor agrees that during the course of this Agreement, Contractor shall have no authority to
   enter into any agreement whatsoever that binds Rollouts to perform any obligation or undertaking. Contractor
   also agrees that Contractor shall take no action or make any representation that would cause a third party to
   reasonably believe that Contractor has the authority to bind Rollouts to a contractual commitment.

10) Confidential Information. Rollouts and Rollouts’ customers may disclose confidential information to
    Contractor prior to Contractor performing services and while Contractor provides services to Rollouts and
    to Rollouts’ customers. For the purposes of this Agreement, “Confidential Information” shall include any
    information and data of a confidential nature, including, but not limited to, proprietary, developmental,
    technical, marketing, sales, financial, customer, vendor, operating, performance, cost, know-how,
    business and process information, computer programming techniques, project pricing and Contractor
    compensation, and all record bearing media containing or disclosing such information and techniques that
    Rollouts or Rollouts’ customers disclose to Contractor pursuant to this Agreement. Contractor
    acknowledges that disclosure of specific project compensation details to other contractors constitutes
    grounds for immediate termination of this Agreement.
    a) Use of Confidential Information. The parties agree that disclosure and receipt of Confidential Information is
       for the purpose of providing services as set forth herein and for no other purpose and that only Contractor
       and those employees, agents and representatives of Contractor having a need to know shall be privy to
       that Confidential Information and will abide by the obligations of this Agreement.
    b) Exchange of Confidential Information. All confidential Information provided to Contractor pursuant to this
        i)   shall not be copied or distributed, disclosed, or disseminated in any way or form to anyone except
             Contractor’s own employees, representatives or agents who have a reasonable need to know that
             Confidential Information;
        ii) shall be treated by Contractor with at least the same degree of care to avoid disclosure to any third
            party as is used with respect to Contractor’s own information of like importance that is to be kept
        iii) shall not be used by Contractor for its own purposes or any other purpose except as expressly stated
             herein, without the express written permission of Rollouts and, if appropriate in Rollouts’ discretion, of
             Rollouts’ customer; and
        iv) shall remain the property of Rollouts or Rollouts’ customer and, to the extent embodied in any media,
            be returned to Rollouts (along with all copies thereof) within 30 days of receipt by Contractor of a
            written request from Rollouts or shall be destroyed and confirmed by a certificate attesting to the same.
    c) Limitations. The obligations of Paragraph b) above shall not apply to any information that:

        i)   is already in the public domain or becomes available to the public through no breach of this Agreement
             by Contractor;
        ii) was, as between Rollouts and Contractor, lawfully in Contractor’s possession prior to receipt from
            Rollouts or Rollouts’ customer;
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        iii) is received independently from a third party free from any obligation to Rollouts or Rollouts’ customer to
             keep said information confidential;
        iv) is subsequently independently developed by Contractor without reference to any Confidential
        v) is disclosed by Rollouts or Rollouts’ customer to a third party subsequent to the date of this Agreement
           without the obligation to keep that information confidential; or
        vi) is publicly disclosed pursuant to a government regulation or court order.
    d) Confidentiality Obligation Term and Termination. The obligations of confidentiality in this section shall
       survive termination of this Agreement and shall terminate only upon the mutual written agreement of the
       parties hereto; provided, however, that Contractor shall have no obligation to maintain the confidentiality of
       any items of Confidential Information received from Rollouts or Rollouts’ customer when those items of
       Confidential Information cease to be confidential pursuant to the provisions of this section. At any time,
       Rollouts may notify Contractor in writing that its future disclosures to Contractor shall not be governed by
       this Agreement.

11) Changes. Contractor agrees to perform services pursuant to the terms of this Agreement as specified on any
    exhibit(s) attached to this Agreement and any other project-specific documents mutually agreed during the term
    of this Agreement. The parties agree that they may use electronic means, including email and fax, to enter into
    valid and legal obligations relating to this Agreement and the services Contractor will provide. Any subsequent
    mutually agreed terms and conditions varying from this Agreement will control, provided that those terms and
    conditions are transcribed on a tangible medium or stored in an electronic or other medium that is retrievable in
    perceivable form.
12) Term. The term of this Agreement shall be two years from the effective date or two years following the last
    date upon which Contractor performs services or provides goods pursuant to this Agreement, whichever
    occurs last.

13) Applicable Law, Venue and Jurisdiction. This Agreement shall be governed by the laws of the State of
    Minnesota and the United States of America, and venue of any such action shall be in Carver County,
    Minnesota or United States District Court for the State of Minnesota. Both parties agree that this is the proper
    venue and waive any objection to venue there. This Agreement is made and entered into in Minnesota and is
    not effective until signed by Rollouts at its offices in Chaska, Minnesota.

Each of the undersigned represents that he or she is authorized to sign this Agreement on behalf of his or her
respective party.
Contractor:                                                Rollouts Incorporated:

By: ________________________                               By: ____________________________

Title: _______________________                             Title: ___________________________

Contractor Federal Tax I.D. Number:
(Contractor Tax I.D. or Soc. Sec. Number)

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