THIS AGREEMENT is made as of September 18, 2023 between (“Company”) and (“Contractor”) (collectively as the “Parties”).
The Parties have agreed that Company would like to retain Contractor to serve as an assistant, which is more fully described in Exhibit A (the “Services”). The Parties agree to the following:
1. Term. This Agreement shall be effective as of the date listed above and shall continue until written notice of Termination from either Party.
Contractor agrees to provide 14 days minimum of notice prior notice.
2. Services and Warranties. The Parties shall perform the Services described in this Agreement and Exhibit A.
Contractor represents and warrants that:
- Contractor will perform the Services: i) in a timely, diligent, professional manner and with full integrity; ii) in accordance with the Agreement, iii) in a manner consistent with best practices in the industry; and, iv) in compliance with all applicable laws and regulations;
- Contractor has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;
- Contractor has no other agreements with any other party that would conflict with this Agreement; and,
- Contractor is not authorized to enter contracts or agreements or create obligations on behalf of Company to third parties unless otherwise indicated by Company, in writing.
Company represents and warrants that:
- Company has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;
- Company has no other agreements with any other party that would conflict with this Agreement;
- All elements of text, images, or other artwork provided by Company to Contractor: i) are either owned by Company or Company has obtained all necessary permissions or licenses for their use, and ii) do not infringe on the rights of any third parties, including trademark rights; and,
- Company is responsible for the accuracy, completeness, and propriety of all information provided by Client to Contractor.
3. Compensation. Client shall pay Contractor $3000 US dollars monthly retainer using the Wise app on the 1st of each month.
4. Changes/Revisions. This Agreement is limited to the Services outlined in Exhibit A. If Company requests new work or changes that are outside the original scope of the Services, Contractor will provide an estimate for the completion of such new work or changes.
5. Relationship of the Parties. It is understood by the Parties that Contractor is an independent contractor. All work will be completed by Contractor. Contractor understands that Contractor is responsible to pay, according to law, Contractor’s income and employment-related taxes. Contractor agrees to submit a W-9. If Contractor is not a corporation, Contractor further understands that Contractor may be liable for self-employment (social security) tax, to be paid by Contractor according to law.
Neither Contractor nor Contractor’s agents shall be entitled to and waives any and all claims to any employee benefits as a result of Contractor’s relationship with Client. It is understood by the Parties that the relationship established by this Agreement is one of an Independent Contractor and not an employment relationship, joint venture, partnership, or otherwise.
6. Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by the Parties upon 14 days’ written notice to the other party. In the event of a Termination, all work by Contractor will remain the property of Company. Upon termination, Company shall pay Contractor for the Services completed on a pro rata basis within 14 days of receipt of a detailed invoice sent via electronic or United States mail.
Upon termination by either party in accordance with any of the provisions of this Agreement, neither Party shall be liable to the other, because of the termination for damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases, or commitments in connection with the business or goodwill of Contractor or Client.
7. Confidentiality. Contractor agrees to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of Company, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, login credentials, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of Company. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format. (“Confidential Information”).
Contractor shall not disclose Confidential Information to any third party in any form without Company’s prior written consent. Contractor shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in Contractor’s possession prior to the date of the disclosure of such information to Contractor, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to Contractor; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of Contractor, or (iv) to have been supplied to Contractor without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in Contractor’s possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in Contractor’s possession.
Upon Company’s request, Contractor shall return to Company any and all written or physical embodiments (including copies) of Confidential Information disclosed to Contractor by Company which is then in Contractor’s possession, custody or control. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.
8. Ownership of Services. Contractor acknowledges that Contractor has no right, title, or interest in or to any Services produced hereunder. Contractor acknowledges that Contractor will make no claim to any right, title, or interest in any of the Services created hereunder. Contractor further acknowledges and agrees that Client shall own all rights, title, and interest in or to any Services produced hereunder.
For the avoidance of doubt and to further evidence the full ownership of the Services by Company, Contractor hereby assigns to Company all rights, title, and interest to the Services. Contractor agrees to assist Company with the enforcement of any proprietary rights over the Services, including the prompt execution of any additional documents that may be reasonably requested by Company.
9. Client Designation. Company does not grant Contractor the right to use Company’s name and/or logo in Contractor’s marketing materials, which may include Contractor’s website. This subsection may be amended in the future.
10. Disclaimer. Contractor has made every effort to ensure that all business services have been tested for accuracy and effectiveness. There is no guarantee that Company will see positive results to its business using the techniques and materials provided by Contractor. Contractor assumes no management responsibility for Company’s decisions or for policies or practices that Company implements.
As part of the Services, Contractor will use techniques and methods that have proven successful in the past, in accordance with reasonable industry standards. This does not, however, guarantee that they will be successful for Company’s business. Because every audience and product is different, Contractor cannot guarantee specific performance of the Services.
11. Data Security. To perform the Services, Company may provide Contractor with login credentials to certain accounts owned by Company. Contractor undertakes reasonable efforts to safeguard this information. At no time will Contractor claim any ownership right in such accounts. Company grants Contractor the authority to access these accounts to complete the Services. Company understands and agrees that Contractor is not responsible for any breach of data security for these accounts.
12. Indemnification. Contractor agrees to defend, indemnify, and hold Company, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of Contractor or (ii) Contractor’s breach of any provision of this Agreement (including any representation or warranty).
Company shall indemnify, defend, and hold Contractor harmless from and against any loss, liability, damage, or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against Contractor in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Contractor’s appearance or association with Company, unless such claim arises from Contractor’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Contractor hereunder.
13. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.
14. Assignment. This Agreement shall not be transferred or assigned, in whole or in part, by either Party to any third party without the express written consent of the other Party.
15. Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the following addresses. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.
