1099 independent contractor agreement

INDEPENDENT CONTRACTOR, ASSIGNMENT OF OWNERSHIP AND NONDISCLOSURE AGREEMENT THIS AGREEMENT is entered into this [__] day of [_________] 2007 by and between Brigham Young University, a Utah nonprofit corporation and educational institution ("BYU") and "Contractor" identified below: [Business Name of Independent Contractor] [Independent Contractor’s Business Mailing Address] Telephone [ ____________________________] Facsimile [ _____________________ ] Social Security Number or Employer Identification Number [ ______________________ ] Email Address [ _________________________________________________________ ] RECITALS 1. BYU desires to contract for the services of Contractor. 2. The Contractor has agreed to perform these services for BYU under the terms and conditions set forth in this Agreement. THEREFORE, in consideration of the mutual promises set forth in this Agreement, it is hereby agreed between BYU and the Contractor as follows: I. 1. Independent Contractor Arrangement Description of Work - The work to be performed by the Contractor includes the following services: [Adequately describe all the work we expect Contractor to accomplish. Ask yourself what is to be done, how it is to be accomplished, when, where and by whom. Discuss your expectations with the Contractor to make sure you are in agreement, and describe here accordingly.] 2. Payment and Work Schedule - BYU will pay the Contractor the total sum of $[__________] for work to be performed during the contract period of this Agreement. The Contractor will perform the contract and receive payment according to the schedule identified on attached Exhibit "A" which is incorporated by reference into this Agreement. Payment will be made after completion of services described, and presentation of an acceptable invoice. Relationship of Parties - The parties intend that an independent contractor/employer relationship will be created by this Agreement. Contractor is not to be considered either an agent or an employee of BYU for any purpose, and the Contractor is not entitled to any of the benefits that BYU provides its employees. It is further understood that BYU does not agree to use Contractor exclusively and that the Contractor is free to contract for similar services to be performed on behalf of others while he is under contract with BYU. 3. 4. BYU Right to Supervision and Inspection - In the performance of the work contemplated by this Agreement, the Contractor has the primary duty to control and direct performance of the details of the work. BYU is interested only in the results obtained and recognizes that the performance of this work is dependent upon the unique and specialized skills of the Contractor. However, the work contemplated in the Agreement must meet the approval of BYU and shall be subject to BYU's general right of inspection and supervision to secure satisfactory completion. BYU may designate a representative who shall at all times have access to the work premises for purposes of observing and inspecting the work being performed by the Contractor and to judge whether or not such work is being performed in accordance with the provisions of this Agreement. This representative shall be empowered to act for BYU in all matters relating to the Contractor's performance of the work. Equipment - BYU may furnish to the Contractor facilities, equipment and materials to assist in the completion of the assigned projects. However, it is recognized the Contractor may also utilize some of his own facilities, equipment or materials. Liability - BYU will assume all responsibility for the condition of its tools and equipment used in the performance of this Agreement. The Contractor will assume all responsibility for the condition of his tools and equipment used in the performance of this Agreement. Each party agrees to indemnify and hold the other harmless from any claims, liability or loss of any kind or description arising out of their respective negligent or unintentional acts or omissions in the performance of this Agreement. BYU Code of Honor - Contractor acknowledges to have read and understood the BYU Code of Honor and Dress and Grooming Standards, which are incorporated by reference into this Agreement, and agrees to comply with the same while performing services on campus for BYU. Assignment of Ownership and Nondisclosure [Choose one of the three sample paragraph 8’s below or construct one that properly describes the proper intellectual property agreement.] II. 5. 6. 7. 8. Contractor Disclaimer of Ownership Interest - The Contractor recognizes that BYU presently has developed or may, as a result of Contractor's work, develop intellectual property in the form of data, formulae, computer software specifications, processes, patents, copyrights, or other technical or product information. Accordingly, Contractor, as a condition of engagement as an independent contractor, agrees to relinquish and assign to BYU all of his rights and ownership interests, if any, to any and all intellectual property presently developed by BYU or to be developed arising in any way out of Contractor's performance of this Agreement, as (a) Work Made for Hire. 8. Contractor Assignment of Ownership Interest - By executing this Agreement, Contractor does hereby assign all of his rights and ownership interests of any kind or description to the intellectual property as described in this Agreement and to all additions and/or modification to this intellectual property to BYU, as a Work Made for Hire. Contractor understands that he will not receive income from the sale or licensing of this intellectual property by BYU. 8. License Agreement for Intellectual Property – The parties agree that, for the consideration specified herein, all Intellectual Property created by Contractor in performance of this Agreement shall be licensed to BYU for the uses described herein and for any future use BYU may have for any such Intellectual Property, in perpetuity, without payment of any additional royalties, fees, or consideration of any kind. Furthermore, Contractor agrees that Intellectual Property created in the performance of this contract shall not be used by Contractor or licensed to others for any uses that might compete with BYU in any way, that might lessen the value of the Intellectual Property to BYU, or be used in such a way that creates identity confusion between BYU and any other entity. 9. Contractor Duty Regardinq BYU Confidential Information - In the process of performing work under this Agreement, Contractor may come into contact with or generate certain information which may consist of data, formulae, computer software specifications, processes, patents, copyrights, and other technical or product information which is proprietary or confidential in nature. Accordingly, Contractor understands and agrees (1) such information is proprietary and owned by BYU; (2) not to publish or disclose any part of such information to others except as authorized in this Agreement; and (3) not to make any use of such information except as expressly authorized by BYU in writing. In addition, anything marked by BYU as "confidential" or "proprietary," which is disclosed to Contractor or is later designated by BYU as confidential or proprietary, or anything Contractor reasonably should understand as being confidential or proprietary, shall not be disclosed by Contractor to anyone other than to those designated in writing by BYU, and shall not be used by Contractor directly or indirectly, for any use other than a use specifically authorized in writing by BYU. However, Contractor understands that he shall not be prevented from using or disclosing information which: (i) (ii) (iii) Contractor can demonstrate to BYU's satisfaction by written records was previously known to Contractor; is now, or becomes in the future, public knowledge, other than through acts or omissions of Contractor; or Contractor lawfully obtains from sources independent of BYU. Moreover, Contractor further agrees that any receipt by Contractor of any BYU proprietary or confidential information, data or ideas shall not constitute any type of grant or license to practice any aspect of a trade secret or patent right held then or thereafter by BYU; that Contractor will protect and not disclose any BYU proprietary or confidential information, data and ideas, unless authorized by BYU corporate officers in writing, at any time after Contractor's association with BYU terminates; and that immediately upon termination of Contractor's participation in research activities with BYU, Contractor will return to BYU all project notebooks, records, data, programs, memoranda, models and equipment of any nature in Contractor's possession or under Contractor's control pertaining to the work performed under this Agreement. III. Miscellaneous Provisions 10. 11. Non-Fiduciary Relationship - The parties to this Agreement expressly disclaim and disavow any partnership, joint venture or fiduciary status or relationship between them. Assignments - No party may assign, contract, grant a license or otherwise transfer any or all of the rights or obligations arising out of this Agreement without the prior written consent of the other party. Notices - Any notice required or permitted under this Agreement shall be deemed to have been properly given when made in writing and delivered personally or by United States mail, return receipt requested, and addressed to the party to whom directed at the following address: BYU: [insert name or title and campus address of the person at BYU that should be contacted with any notices about Contractor’s ability to fulfill the contract, or any request to modify the Agreement.] 12. Contractor: [Insert the contact information we should use to notify Contractor of any requests for amendment etc.] 13. Partial Invalidity - If any provision of this Agreement is held to be void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 14. Governing Law - This Agreement will be governed by and construed in accordance with the laws of the State of Utah and the forum for determining any dispute arising under this Agreement shall be in the applicable state courts of Utah located in Utah County, Utah or in the applicable federal courts located in Salt Lake City, Utah. 15. Attorneys Fees - In the event that any party shall be found in default or breach of this Agreement by a court of competent jurisdiction, the defaulting or breaching party shall be liable to pay all reasonable attorneys fees, court costs and other related collection costs and expenses incurred by the non-defaulting or nonbreaching party in prosecuting its rights. 16. Construction - The paragraph headings of this Agreement are inserted for convenience and in no way define, limit or describe the scope or intent of this Agreement. Further, as used in this Agreement, the masculine shall include the feminine, and the feminine the masculine, when the context so requires. 17. Entire Agreement - This Agreement constitutes and represents the entire agreement of the parties with respect to the subject matter and all other prior agreements, covenants, promises and conditions, verbal or written, between parties are incorporated. No party has relied upon any other promise, representation or warranty other than those contained in this Agreement in executing it. 18. Binding Effect - This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, personal representatives, successors and assigns. 19. Independent contractor and Not an Employee. This agreement creates no agency relationship. Contractor does not, and will not, represent himself as an agent of the University, beyond providing the service(s) of a broker as described. Brigham Young University: [Name of Contracting Company] Department By: Contractor Signature Signature