Independent Contractor Consulting Agreement Implemented By Work Order I. PREAMBLE This CONSULTING AGREEMENT (this "Agreement"), made and entered into by and between [COMPANY NAME], a [STATE/ENTITY TYPE, e.g., “a California corporation”] having a principal place of business at [ADDRESS] (hereinafter “Client”), and Mr. [CONTRACTOR NAME], [ADDRESS]. (“Contractor”, Social Security Number for IRS Form 1099 reporting purposes [SS#N]. TERM AND TERMINATION A. Term This Agreement will become effective on the date hereof and will continue in effect through [END DATE] unless extended, terminated, or superseded earlier as described herein. The initial Work Order associated with this Agreement is attached as Supplement 1. B. Termination of Work Orders Both Client and Contractor may, at their sole option, terminate any Work Order, or any portion thereof, upon immediate notice. Upon receipt of any notice of termination, Contractor shall advise Client of the extent to which performance has been completed through such date, and collect and deliver to Client whatever work product then exists in the manner requested by Client. Contractor shall be paid for all work performed through the date of termination. C. Survival In the event of any termination of this Agreement, Articles VI., and VIII. hereof shall survive and continue in effect. III. INDEPENDENT CONTRACTOR STATUS A. Intention of Parties At this time and until the parties decide otherwise as expressed in writing it is the intention of the parties that Contractor be an independent contractor and not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and either Contractor or any employee or agent of Contractor. B. Nonexclusive It is the understanding of Client that Contractor currently is working for other clients under similar arrangements and Contractor shall retain the right to perform work for others during the terms of this Agreement if disclosed to and approved by Client. Client shall retain the right to cause work of the same or a different kind to be performed by its own personnel or other Contractors or contractors during the term of this Agreement.
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C. Training Client shall provide no training to Contractor since Client understand Contractor already has or will obtain at Clients expenses the needed skills. D. Tools Client shall provide no tools to Contractor beyond use of Client’s office facilities. E. Contractor Advertising and Marketing Client understands and does not object to Contractor’s statements that Contractor regularly advertises and markets his or her professional services to other potential clients besides Client. F. Supervision Mr. [N] of Client shall generally but not specifically supervise Contractor (i.e., objectives are results, not day-to-day tasks). Contractor is responsible for providing work product of satisfactory quality and quantity to Client. IV. SERVICES TO BE PERFORMED BY CONTRACTOR A. Work Orders All work performed by Contractor shall be documented in a Work Order signed by authorized representatives of both parties. Each Work Order shall set forth, at a minimum, the work to be done, the duration of the assignment, and the fees for the work to be performed. Contractor shall have the right to accept or decline any proposed Work Order. B. Method of Performing Services Client and Contractor will determine the method, details, and means of performing the work to be carried out for this Agreement. Client may, however, require Contractor to observe at all times the security and safety policies of Client and Contractor shall abide by the “Employee Handbook” of Client as a matter of convenience even though it is specifically agreed that Contractor is not an employee of Client but an independent contractor, and none of the provisions of the Employee Handbook specific to employees of Client shall apply to Contractor. C. Scheduling Contractor will generally work at the Contractor’s premises or Client’s premises in accordance with a schedule to be determined from week to week after considering the needs of Client and the other consulting obligations of Contractor. Should Contractor be unable to perform scheduled services because of illness, resignation, or other causes beyond Contractor's reasonable control, Contractor shall notify Client in accordance with Client procedures. D. Reporting Client and Contractor shall develop appropriate administrative procedures for performance of work. Client may periodically prepare an evaluation of the work performed by Contractor for submission to Contractor.
E. Small Company Contractor understands that Client is a small company and that ad-hoc tasks may be required beyond those requested in the Work Order and that Client does not have all of the administrative and regulatory procedures in place as may other larger firms and as a consequence Client may implement administrative policies on an ad-hoc basis as Client determines in its sole discretion and Contractor agrees to either comply with these to the extent they do not conflict with city or county or state or federal regulations and laws or either party may terminate this agreement. V. COMPENSATION A. Invoices Contractor shall submit invoices to Client two times per month, (on the 16th and last day of the month for the services furnished). Expenses incurred and approved by Client thereunder are also chargeable to Client and should be added to the end-of-month invoices. B. Rate Contractor shall bill Client at the rate of [$N] $N per hour. C. Date for Payment of Compensation Client shall pay each invoice in full within five (5) business days. VI. TAXES AND BENEFITS A. State and Federal Taxes As an independent contractor Contractor is not an employee of Client, and Client shall not take any action nor provide nor pay Contractor for any taxes, benefits or commitments inconsistent with any of such undertakings by Contractor, including, but not limited to: 1. Client will not withhold FICA (Social Security) from Contractor's payments. 2. Client will not make state or federal unemployment insurance contributions on behalf of Contractor or its personnel. 3. Client will not withhold state and federal income tax from payment to Contractor. 4. Client will not make medical or disability insurance contributions on behalf of Contractor. 5. Client will not obtain workers' compensation insurance on behalf of Contractor. 6. Client will not pay for vacation or holiday time of Contractor.
VII. INTELLECTUAL PROPERTY RIGHTS, NON-COMPETITION, CONFIDENTIALITY, RESIDUAL RIGHTS A. Confidentiality Contractor shall maintain in strict confidence, and shall use and disclose only as authorized by Client, all information of a competitively sensitive or proprietary nature that it receives in connection with the work performed for Client pursuant to each Work Order. Contractor shall require its personnel to agree to do likewise. B. Ownership of Work Product All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Contractor or its personnel during the course of performing Client's work (collectively, the "Work Product") shall belong exclusively to Client and shall, to the extent possible, be considered a work made for hire for Client within the meaning of Title 17 of the United States Code. Contractor automatically assigns at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest it or they may have in such Work Product, including any copyrights or other intellectual property rights pertaining thereto. Upon request of Client, Contractor shall take such further actions, and shall cause its personnel to take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. C. Non-Competition and Confidentiality Contractor will not engage in any competitive activity involving: 1. [N] 2. [N] 3. [N] 4. [N] example recruiting of database specialists, contractors or employees, nor the solicitation of database professional services contracts/contractors into or out of customers and prospective customers of firms utilizing XXX 3600, 47XX, 51XX machines or YYY NP3 computer equipment, without the express written permission of Client; 5. all until a period of one year has passed following termination of this Agreement. Contractor further acknowledges that information provided by Client regarding current and potential customers and all related information is highly confidential, and will not be disseminated to other parties in any way or form whatsoever for a period of one year following termination of this agreement. To compensate for such breaches of noncompetition and/or confidentiality, Client shall be entitled to receive compensation for losses of revenues and profits in the amount of any profits realized by Contractor and/or his/her associates or related parties (e.g., employer or other clients) plus additional damages to the full extent permissible by law as determined by a court of competent jurisdiction for a period of 18 months following termination of this agreement.
D. Residual Rights of Personnel Notwithstanding anything to the contrary herein, Contractor shall be free to use and employ its and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any confidential or proprietary information of Client and without any unauthorized use or disclosure of Work Product, and specifically as long as Contractor does not violate Section 0 of this Agreement (NonCompetition and Confidentiality). VIII. EMPLOYMENT OF CONTRACTOR A. Terms of Employment In the event that Client hires Contractor as a result of work performed under this Agreement, a separate Employment Agreement will be negotiated and entered into prior to the Contractor’s first day of employment by the Client. IX. GENERAL PROVISIONS A. Force Majeure Contractor shall not be liable to Client for any failure or delay caused by events beyond Contractor's control, including, without limitation, Client's failure to furnish necessary information, sabotage, failures or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials, or equipment, or technical failures. B. Notices Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing, or by mail, registered or certified, postage prepaid with return receipt requested as specified in the Preamble to this Agreement, or as later amended in writing. Notices delivered personally will be deemed communicated as of the time of actual receipt. Mailed notices will be deemed communicated as of two days after mailing. C. Insurance To the extent that Contractor's personnel may perform work at Client's premises, Client shall maintain comprehensive general liability insurance, including broad form property damage coverage, with limits of at least $100,000 combined single limit for personal injury and property damage for each occurrence. D. Entire Agreement of the Parties This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by Contractor for Client and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding.
E. Partial Invalidity If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. F. Parties in Interest This Agreement is enforceable only by Contractor and Client. The terms of this Agreement are not a contract or assurance regarding compensation, employment, or benefit of any kind to any to Contractor.
G. Indemnification Contractor shall indemnify and hold harmless Client and its officers, directors, agents, owners, and employees, for any claims brought or liabilities imposed against Client by Contractor or by any other party (including private parties, governmental bodies and courts) including claims related to worker’s compensation, wage and hour laws, employment taxes, and benefits, and whether relating to Contractor’s status as an independent contractor. Indemnification shall be for any and all loss, including costs and attorney fees and associated collection expenses. H. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California and shall be deemed to have been entered into in Los Angeles, California.
Agreed and Accepted: Contractor:
Client:
Contractor Name [DATE]
[Name and Title] [DATE]
Supplement 1: Work Order #1 Estimated Total Work Hours: 20 hours per week. A. Work to be Performed - Outline a) The work to be performed under this Agreement is general data entry of names and contact information into databases (ACT, tdmx\Access), related data cleansing activities and other administrative tasks, as directed Client. b) System administration services of Clients’ WIN NT 2003 / WIN XP computer network.
Agreed and Accepted: Contractor:
Client:
Contractor [DATE]
[Name and Title] [DATE]