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Is this a legal binding independent contractor agreement?

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anabellek

Junior Member
I would like to know if this is a legal binding independent contract agreement with the correct terms and provisions. Does it need to be notarized? Can it be signed by someone in London as well? Yes there are 2 parties, an offering and an acceptance once its signed?

HERE IT IS:

INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into as of the ________ day of ________________, 20____, between Anabelle K. Paulino ("the Company") and _________________ ("the Contractor").
The parties agree that the terms of this attachment prevail over the terms the terms of any other document relating to and a part of the contract in which this attachment is incorporated.

1. STATUS OF INDEPENDENT CONTRACTOR: This Agreement does not constitute a hiring by either party. It is the parties intention that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Revenue and Taxation Code relating to income tax withholding at the source of income, the Workers' Compensation Insurance Code 401(k) and other benefit payments and third party liability claims. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing.

2. INDEPENDENT CONTRACTOR. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.


3. DUTIES, TERM, AND COMPENSATION. The Contractor’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the Contractor and which is attached as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference.

(A) See EXHIBIT A for detailed description of the aforementioned Duties, Terms, and Compensation.
(B) Provision of the Services: The Services The Services shall be in accordance with the Contract specification and shall be performed with reasonable skill, care and diligence and to the reasonable satisfaction of Company or its authorized representative. During the course of the Contract Company or its authorized representative shall have the power to inspect and examine any work being performed under the Contract at any reasonable time. The Contractor shall give all such facilities as Company or its authorized representative may reasonably require for such inspection and examination.
4. EXPENSES. During the term of this Agreement, the Contractor shall bill and the Company shall reimburse [him or her] for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spent by Contractor in traveling to and from Company facilities shall not be reimbursable.


5. WRITTEN REPORTS. The Company may request that project plans, progress reports and a final results report be provided by Contractor on an previously established basis. A final results report shall be due at the conclusion of the project and shall be submitted to the Company in a confidential written report at such time. The results report shall be in such form and setting forth such information and data as is reasonably requested by the Company.


5. INVENTIONS. Any and all inventions, discoveries, developments and innovations conceived by the Contractor during this engagement relative to the duties under this Agreement shall be the exclusive property of the Company; and the Contractor hereby assigns all right, title, and interest in the same to the Company. Any and all inventions, discoveries, developments and innovations conceived by the Contractor prior to the term of this Agreement and utilized by [him or her] in rendering duties to the Company are hereby licensed to the Company for use in its operations and for an infinite duration. This license is non-exclusive, and may be assigned without the Contractor’s prior written approval by the Company to a wholly-owned subsidiary of the Company.

6. PROPRIETARY RIGHT. WORK MADE-FOR-HIRE PROVISION. The Independent Contractor acknowledges that it has no right to or interest in its work or product resulting from the Services performed hereunder, or any of the documents, reports or other materials created by the Independent Contractor in connection with such Services, nor any right to or interest in any copyright therein. The Independent Contractor acknowledges that the Services and the products thereof (hereinafter referred to as the "Materials") have been specially commissioned or ordered by the Company as "works made-for-hire" as that term is used in the Copyright Law of the United States, and that the Company is therefore to be deemed the author of and is the owner of all copyrights in and to such Materials.

(A.) In the event that such Materials, or any portion thereof, are for any reason deemed not to have been works made-for-hire, the Independent Contractor hereby assigns to the Company any and all right, title, and interest Independent Contractor may have in and to such Materials, including all copyrights, all publishing rights, and all rights to use, reproduce, and otherwise exploit the Materials in any and all formats or media and all channels, whether now known of hereafter created. The Independent Contractor agrees to execute such instruments as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, and protect the Company's ownership of such Materials, and all other rights, title, and interest therein.

(B.) Notwithstanding the foregoing, the Company acknowledges that the Independent Contractor's ability to carry out the work required is heavily dependent upon the Independent Contractor's past experience in the industry and in providing similar services to others and they expect to continue such work in the future. Subject to the confidentiality provisions of Section 6 below, generic information communicated to the Company in the course of this project either orally, in the form of presentations, or in documents that report such general industry knowledge is not subject to the terms of A & B above.
(C) Background Intellectual Property. The Contractor shall grant Company, or any third party or parties nominated by the Executive, a royalty-free perpetual, worldwide and non-exclusive license in respect of any technical information (including but not limited to inventions, designs and drawings whether or not patented or patentable) owned or controlled by the Contractor necessary to enable Company, or the said third party or parties, to use and exercise, and to manufacture use and sell articles embodying any of the information generated under this present Contract. The grant of such a license shall be to the extent that the Contractor has the right to do so.

7. CONFIDENTIALITY. The Contractor acknowledges that during the engagement [he or she] will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that [he or she] will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into [his or her] possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in [his or her] possession or under [his or her] control. The Contractor further agrees that [he or she] will not disclose [his or her] retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of [his or her] relationship to the Company and of the services hereunder.

(A) Please See EXHIBIT B for Non-Disclosure Agreement.
 


anabellek

Junior Member
Continued contract

8. CONFLICTS OF INTEREST; NON-HIRE PROVISION. The Contractor represents that [he or she] is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering [his or her] duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which [he or she] does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of [his or her] productive time, energy and abilities to the performance of [his or her] duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company. For a period of six months following any termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage to leave the Company’s employment, any employee, consultant, or contractor of the Company or hire any such employee, consultant, or contractor who has left the Company’s employment or contractual engagement within one year of such employment or engagement.

9. RIGHT TO INJUNCTION. The parties hereto acknowledge that the services to be rendered by the Contractor under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Contractor of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Contractor expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of the them shall be exclusive of any other or of any right or remedy allowed by law.
What is the name of your state (only U.S. law)?
10. WARRANTY AND INDEMNIFICATION. The Independent Contractor represents and warrants that:

(A) The Services shall be performed in accordance with, and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry and the Independent Contractor shall obtain all permits or permissions required to comply with such laws, rules or regulations;

(B) The Materials shall be original, clear, and presentable in accordance with generally applicable standards in the industry;

(C) The Materials will not contain libelous, injurious, or unlawful material and will not violate or in any way infringe upon the personal or proprietary rights of third parties, including property, contractual, employment, trade secrets, proprietary information, and non-disclosure rights, or any trademark, copyright, or patent, nor will they contain any format, instruction, or information that is inaccurate or injurious to any person, computer system, or machine;
(D) The Independent Contractor has full power and authority to enter into and perform its obligations under this Agreement; this Agreement is a legal, valid, and binding obligation of Independent Contractor, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies); entering into this Agreement will not violate the Charter or By-laws of Independent Contractor or any material contract to which it is a party;
(E) The Independent Contractor will perform the Services in accordance with the specifications established by the Company.
(F) The Independent Contractor shall comply with all of the Company's standards and procedures when working on-site at the Company, including without limitation, standards relating to security.
(G) The Company shall not be liable for injury or death occurring to the Independent Contractor or any of its employees or other assistants in the course of performing this Agreement.
(H) The Independent Contractor hereby indemnifies and holds harmless the Company, its subsidiaries, and affiliates, and their officers and employees, from any damages, claims, liabilities, and costs, including reasonable attorney's fees, or losses of any kind or nature whatsoever ("Loss") which may in any way arise from the Services performed by the Independent Contractor hereunder, the work of employees of the Independent Contractor while performing the Services of the Independent Contractor hereunder, or any breach or alleged breach by Independent Contractor of this Agreement, including the warranties set forth herein. The Company shall retain control over the defense of, and any resolution or settlement relating to, such Loss. The Independent Contractor will cooperate with the Company and provide reasonable assistance in defending any such claim.
11. MERGER. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.


12. TERMINATION. The Company may terminate this Agreement at any time by 10 working days’ written notice to the Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.
(A) Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting, directly or indirectly, from acts of God, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation or any causes beyond the control of such party.
(B) Upon termination by either party, Independent Consultant shall provide to Company any and all copies, in whole or in part, of the Materials (as they then exist) and any and all tangible materials the Company provided to the Independent Consultant in connection with this Agreement.
13. INDEPENDENT CONTRACTOR. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in [his or her] relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.


14. INSURANCE. The Contractor will carry liability insurance (including malpractice insurance, if warranted) relative to any service that [he or she] performs for the Company.


15. SUCCESSORS AND ASSIGNS. . All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.


16. CHOICE OF LAW. The laws of the state of New York shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.


(A) Issues concerning the formation of this contract and the rights and obligations of Seller and Buyer that are not settled by the terms set out in this document shall be governed and controlled primarily by those provisions of the Uniform Commercial Code. For international cases this document shall be governed and controlled primarily by those provisions of the United Nations Convention on Contracts for the International Sale of Goods that do not conflict with the terms agreed by the parties." This contract shall be governed by and construed in accordance with those provisions of United Nations Convention on Contracts for the International Sale of Goods that do not conflict with the terms set forth in this document.
 

anabellek

Junior Member
Continued contract

16. HEADINGS. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.


17. WAIVER. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.


18. ASSIGNMENT. The Contractor shall not assign any of [his or her] rights under this Agreement, or delegate the performance of any of [his or her] duties hereunder, without the prior written consent of the Company.


19. NOTICES. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:
If to the Contractor:
[name]
[street address]
[city, state, zip]

If to the Company:
[Anabelle K. Paulino]
[20 Exchange Place Apt 3802]
[New York, NY, 10005]
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

20. MODIFICATION OR AMENDMENT. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.


21. ENTIRE UNDERSTANDING. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.



IN WITNESS WHEREOF, the parties have caused this instrument to be executed by their duly authorized representatives.

WITNESS: ANABELLE K. PAULINO:
Print Name: ____________________ Print Name:____________________
Dated:___________________ Dated:_________________



WITNESS: RECIPIENT:
Print Name: ____________________ Print Name:____________________
Dated:___________________ Dated:_________________

EXHIBIT A
DUTIES, TERM, AND COMPENSATION
DUTIES: The Contractor will [describe here the work or service to be performed]. [He or she] will report directly to Anabelle K. Paulino and to any other party designated by Anabelle K. Paulino in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by the Company and agreed to by the Contractor.


TERM: This engagement shall commence upon execution of this Agreement and shall continue in full force and effect through [date] or earlier upon completion of the Contractor’s duties under this Agreement. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.


COMPENSATION: (Choose A or B)

(A) As full compensation for the services rendered pursuant to this Agreement, the Company shall pay the Contractor at the hourly rate of [dollar amount] per hour, with total payment not to exceed [dollar amount] without prior written approval by an authorized representative of the Company. Such compensation shall be payable within 30 days of receipt of Contractor’s requested invoice for services rendered supported by reasonable documentation.


(B) As full compensation for the services rendered pursuant to this Agreement, the Company shall pay the Contractor the sum of ____________________ [dollar amount], to be paid _____________________________________ [time and conditions of payment.]

EXHIBIT B
(Non-Disclosure Agreement)
See Additional Document.What is the name of your state (only U.S. law)?
 

Zigner

Senior Member, Non-Attorney
Your request is beyond the scope of this forum. Please seek advice from local counsel.
 
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