LORENZIANO IMAGE WORKS: INDEPENDENT CONTRACTOR AGREEMENT This agreement (Agreement) is made between of business at (Consultant), with a principal place of business at
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(Client), with a principle place and Penelope Mercedes Lorenziano ; Nashville, TN; 37212.
1. Services to be Performed Consultant agrees to perform the following services on Client’s behalf: Image Work; Professional Makeup Artistry; Personal Shopping 2. Payment In consideration for the services to be performed by Consultant, Client agrees to pay Consultant’s day rate, payable at the end of each day that services are rendered. 3. Terms Of Payment Consultant shall be paid according to the schedule of payments set forth in the Rate Schedule, Exhibit A, and attached to and made part of this agreement. 4. Estimate Client will receive a written estimate---a Deal Memo---before booking that outlines the details of the job. 5. Retainer At Agreement signing, Client will pay Consultant a retainer of thirty-three (33) percent of the estimated creative fees as outlined in the Deal Memo. The retainer must accompany the signed Agreement and be postmarked first class mail no later than five (5) days after Agreement date. 6. Schedule Changes A postponement fee of fifty (50) percent of Consultant’s day rate is incurred for each day that has to be rescheduled. 7. Cancellation If Client cancels the job or the job is terminated without Consultant being responsible, Client will nevertheless pay Consultant’s creative fees for the days outlined in the Deal Memo for the job, less the thirty three (33) percent retainer. 8. Expenses Client shall reimburse Consultant for the following expenses that are directly attributable to work performed under the Agreement, with the exception of travel expenses, which are paid in advance: Postage and courier services Printing and reproduction Office work and garment prep. 9. Travel Regional Travel will begin at the Davidson County line and is billed at fifty (50) percent of Consultant’s day rate. Out of Town Travel is billed port to port and is billed at fifty (50) percent of Consultant’s day rate. Airfare, accommodations, taxi fare and meals are the responsibility of Client and are paid in advance. Per Diem is based on geographic location. 10. Materials Consultant will furnish all materials, equipment, and supplies used to provide the services required by the Agreement. 11. Intellectual Property Ownership Consultant grants Client a royalty free nonexclusive license to use anything created or developed by Consultant for Client under the Agreement (Agreement Property). The license shall have a perpetual term and Client may not transfer it. Consultant shall retain all copyrights, patent rights, and other intellectual property rights to the Agreement Property. 12. Terms of Agreement This agreement will become effective when signed by both parties and will terminate on the earlier of the date the Consultant completes the services required by the Agreement. Client Initials:___________
LORENZIANO IMAGE WORKS: INDEPENDENT CONTRACTOR AGREEMENT 13. Terminating for Convenience Either party may terminate this Agreement at any time by giving a thirty (30) day written notice of termination. Consultant shall be entitled to full payment for the services performed prior to the date of termination.
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14. Independent Agreement Status Consultant is an independent contractor, not Client’s employee. Consultant’s employees or subcontractors are not Client’s employees. Consultant and Client agree to the following rights consistent with an independent contractor relationship: Consultant has the right to perform services for others during the term of the agreement. Consultant has the sole right to control and direct the means, manner, and method by which the services required by the Agreement will be performed. Consultant has the right to hire assistants as subcontractors or to use employees to provide the services required in the Agreement. Consultant or Consultant’s employees or subcontractors shall perform the services required by the Agreement. Neither Consultant nor Consultant’s employees or subcontractors shall receive any training from Client in the skills necessary to perform the services required by the Agreement. Client shall not require Consultant or Consultant’s employees or subcontractors to devote full time to performing the services required by the Agreement. Neither Consultant nor Consultant’s employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other compensation plans or fringe benefits of Client. 15. Local, State, and Federal Taxes Consultant shall pay all income taxes and FICA (Social Security and Medicare taxes) incurred while performing services under the Agreement. Client will not: Withhold FICA from Consultant’s payment or make FICA payments on Consultant’s behalf. Make state or federal unemployment compensation contributions on Consultant’s behalf or Withhold state or federal income tax from Consultant’s payments. 16. Exclusive Agreement This is the entire Agreement between Consultant and Client. 17. Modifying the Agreement Client and Consultant recognize that: Consultant’s original cost and time estimates may change due to unforeseen events or to factors unknown to the Consultant when the Agreement was signed. Client may desire a mid-project change in Consultant’s services that would add time and cost to the project. Other provisions of the Agreement may be difficult to carry out due to unforeseen circumstances. If any intended changes or any other events beyond the parties’ control require adjustments to the Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by both parties, and added to the Agreement. 18. Resolving Disputes If a dispute arises under the Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Davidson County TN. Attorney’s fees associated with the mediation shall be shared equally by the parties. If the matter is not resolved within 30 days after it is referred to the mediator, any party governed by the Agreement may take the matter to court. The laws of the State of Tennessee shall govern this Agreement. Client agrees to the jurisdiction of the courts of Davidson County Tennessee as if Client had been served with process in Davidson County Tennessee. Any litigation under the Agreement may only be commenced in Davidson County Tennessee. In any litigation Client brings against Consultant in which Client does not prevail, Client shall be liable for Consultant attorney fees and other costs incurred in defending Client lawsuit. In the event Consultant is forced to engage an attorney to enforce any rights under the Agreement, Client will pay Consultant’s reasonable attorney fees. Client Initials:___________
LORENZIANO IMAGE WORKS: INDEPENDENT CONTRACTOR AGREEMENT 19. Limited Liability This provision allocates the risks under the Agreement between Consultant and Client. Consultant’s pricing reflects the allocation of risk and limitation of liability specified below.
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Consultant’s total liability to Client under the Agreement for damages, costs, and expenses shall not exceed $1400.00 or the compensation received by Consultant under the Agreement, whichever is less. However, Consultant shall remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of Consultant or Consultant’s employees or agents while on Client’s premises to the extent Client did not cause such actions or omissions.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER’S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
20. Notices All notices and other communications in connection with the Agreement shall be in writing and shall be considered given as follows: When delivered personally to the recipient’s address as stated in the Agreement no later than three (3) days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated in the Agreement, or When sent by fax or electronic mail, such notice is effective upon receipt if a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt. 21. No Partnership This agreement does not create a partnership relationship. Neither party has the authority to enter contracts on the other’s behalf. 22. Applicable Law The laws of the State of Tennessee will govern the Agreement. 23. Assignment and Delegation Either Consultant or Client may assign its rights or may delegate it’s duties under the Agreement Signatures Client:(Name of Client) ___________________________________________ By (signature):___________________________________________ Typed or Printed Name:____________________________________________ Title:___________________________________________________________ Date:____________________ Consultant:(Name of Consultant)____________________________________________ By (signature):_____________________________________________ Typed or Printed Name:____________________________________________ Title: _______________________________________ Date:_____________________