INDEPENDENT CONTRACTOR AGREEMENT (non-administrative) THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is entered into as of ________________ 2005 (“Effective Date”), by and between Magnolia Road Internet Cooperative, a Colorado cooperative corporation (“MRIC”) (Address: P.O. Box 1671, Nederland, CO 80466, and __________________ ("Contractor") (Address: __________________, ______________, CO 80_____). In consideration of the mutual promises below, the parties hereby agree as follows: 1. Services to be Performed. Contractor desires to perform non-administrative services and activities (such as installation, support and similar functions) for MRIC. Contractor agrees to perform such services and activities (the “Services”) at such time and place as MRIC may, from time to time, reasonably request. At the time of any such request, MRIC shall provide a description of the task, project or assignment (the “Project”) to be completed by Contractor and any applicable objectives, deadlines and general guidelines. Any Project assigned hereafter is hereby incorporated by reference and made a part of this Agreement. As to any Project accepted by Contractor, Contractor shall provide such Services as are necessary to complete the Project to the satisfaction of MRIC. 2. Term. One year from Effective Date unless extended in writing. MRIC may terminate this Agreement without cause or prior notice. 3. Control of Services. Contractor may accept or reject any proposed Project. As to Services performed by Contractor hereunder, MRIC is interested only in the general objectives stated and results achieved as to any assigned Project. Consultant shall exercise primary control and responsibility for the manner in which Expertise is utilized and Services are performed in achieving the desired objective and results. No specific number of hours or days per week or month are contemplated by the parties hereto and MRIC will not be responsible for supervising, controlling or instructing Contractor in the day to day performance of Services hereunder. Notwithstanding the preceding sentence, MRIC reserves its right to exercise such general rights of review, direction and approval as may be reasonably required by it to achieve objectives and results that it deems satisfactory. 4. Relationship of Parties. It is agreed that Contractor shall at all times be acting as an independent contractor and not as an employee, servant or agent of MRIC. Unless otherwise specifically provided for herein, Contractor will not be eligible for any of the benefits provided by MRIC to its employees, including, but not limited to, disability insurance, life insurance, health insurance, vacation or other paidtime off and any defined benefit or defined contribution plans. AS AN INDEPENDENT CONTRACTOR, CONTRACTOR IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS SAID BENEFITS ARE PROVIDED BY CONTRACTOR OR SOME ENTITY OTHER THAN MRIC. Contractor does not have authority to act for or bind MRIC in any respect whatsoever or to incur any debts or liabilities in the name or on behalf of MRIC. 5. Compensation. In consideration for Services provided, MRIC shall pay and Contractor shall accept as full consideration for the Services rendered complimentary internet connectivity service from MRIC during the term of this Agreement. In addition, during such period that MRIC carries workers compensation insurance that covers independent contractors, MRIC will cover Contractor on MRIC’s workers compensation insurance policy; provided, however, that MRIC shall not be required to obtain or
maintain such insurance. Contractor will be responsible for all expenses including, but not limited to, vehicle expense incurred by Contractor in connection with the performance of the Services. 6. Taxes. Contractor hereby assumes all obligations and liabilities arising out of or related to the reporting, withholding and payment of any and all applicable local, state and federal income and payroll taxes with respect to compensation received by Contractor pursuant to this Agreement. 7. Waiver, Release and Indemnification. Contractor acknowledges that it is voluntarily agreeing to provide Services under this Agreement. Therefore, in consideration of the compensation provided to Contractor, Contractor, for itself and on behalf of its heirs, executors, administrators and assigns, agrees to waive and release, to the fullest extent permitted by law, any and all claims for personal injury, property damage, economic loss or wrongful death that Contractor might otherwise have, whether caused by negligence, gross negligence or other acts or omissions, against MRIC, its members, directors, employees and agents (collectively, the “Released Parties”) and arising out of Contractor’s provision of Services. Contractor further agrees to indemnify, defend, and hold the Released Parties harmless against any claims by persons or entities other than Contractor for personal injury, property damage, economic loss or wrongful death related to or resulting in any way from Contractor’s provision of Services. Contractor understands that the Services may present the possibility for injury, serious bodily harm, or death and Contractor assumes that risk. Contractor represents that Contractor is in good physical health and has no physical condition which prevents Contractor from providing Services in a manner that is safe for Contractor and others. Contractor shall maintain in full force and effect during the term of this 8. Insurance. Agreement vehicle liability insurance for those instances where Contractor uses a vehicle, regardless of ownership, for the performance of Services. Said insurance shall be on the comprehensive form insuring all owned and non-owned automobiles with limits for bodily injury and property damage of not less than the required minimums under the insurance laws of the State of Colorado. Upon request from MRIC, Contractor shall furnish to MRIC certificates of insurance evidencing that all insurance required hereunder is in full force and effect. 9. Choice of Law; Severability. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Colorado. If any provisions of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement, and such other provisions shall continue in full force and effect. CONTRACTOR HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS THAT IT IS AN AGREEMENT TO INDEMNIFY THE RELEASED PARTIES AND A RELEASE OF LIABILITY AND A PROMISE NOT TO SUE OR MAKE A CLAIM. CONTRACTOR IS AWARE THAT THIS AGREEMENT IS A CONTRACT BETWEEN THE RELEASED PARTIES AND CONTRACTOR. CONTRACTOR SIGNS THIS OF ITS OWN FREE WILL. MAGNOLIA ROAD INTERNET COOPERATIVE By: _________________________ Name: ________________________ Title: _________________________ CONTRACTOR
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