INDEPENDENT CONTRACTOR AGREEMENT (FREELANCE CONTRACT)
this INDEPENDENT CONTRACTOR Agreement (the “Agreement”) entered into as of {{payment_date}} (the “Effective Date”),
BETWEEN:
Cousett Hoover / Techie Mamma (the “Contractor”), located at
P.O. Box 340905 Austin TX 78734
hello@techiemamma.com512-522-2608
AND {{customer_first_name}} {{customer_last_name}} (the “Client”), located at {{customer_email}}
Throughout the course of this Agreement, the Contractor and the Client may each be referred to as a (“Party” or collectively as the “Parties”).
WHEREAS, the Client desires to retain the Contractor to provide certain services and to compensate the Contractor for its performance of these services;
NOW THEREFORE, in order to effect the foregoing, the Client and the Contractor wish to enter into an independent contractor agreement upon the terms and subject to the conditions set forth below. Accordingly, in consideration of the premises and the respective covenants and agreements of the parties set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:
ENGAGEMENT; TERM
The Client hereby engages the Contractor, and the Contractor hereby accepts such engagement and agrees to serve as an independent contractor to the Client, upon the terms and conditions hereinafter set forth, for a term commencing on the Effective Date Until terminated by either party with 30 day notice (the “Term”), subject to Section 7 hereof.
SERVICES TO BE PROVIDED
The Client agrees to submit all requests via the website https://help.techiemamma.com and agrees that requests submitted outside this system my not be completed and first must be submitted with all necessary content via the ticketing system. Client understand that there is a four business day turn around and any urgent task requiring completion within 24 hours will incur an additional $50 fee.
COMPENSATION
In consideration of the Contractor’s services hereunder, the Client shall pay the Contractor a fee in the amount of $499 not including additional discounts for hours worked during the Term (the “Contractor Fees”). Time above and beyond 10 hours of work will incur a fee of $45 / hour.
Such compensation shall become due and payable to the Contractor in the following time, place and manner:
Via the Techie Mamma website.
INDEPENDENT CONTRACTOR STATUS
(a) In performing the services hereunder for the Client, the Contractor shall be an independent contractor. Nothing contained herein shall be construed to constitute the parties hereto as partners or joint venturers, or either as an agent of the other. The Contractor shall not be considered as having an employee status during its consulting engagement and shall not be entitled to participate in any employee plans, arrangements or distributions by the Client during such period. The Contractor shall not provide any services under the Client’s name or act as an agent of the Client and shall not hold himself out as an employee of the Client. Under no circumstances shall the Contractor (i) enter into any agreements on behalf of the Client, (ii) incur any obligations on behalf of the Client, (iii) act for or to bind the Client in any way, (iv) sign the name of the Client, (v) represent that the Client is in any way responsible for the acts or omissions of the Contractor or (vi) refer to the Client as a customer in any manner or format.
(b) Except as otherwise required by law, the Client shall not withhold any sums from the Contracting Fees for Social Security or other federal, state or local tax liabilities or contributions, and all such withholdings, liabilities, and contributions shall be solely the Contractor’s responsibility.
(c) As an independent contractor during its engagement, the Contractor shall be solely responsible for determining the means and methods by which it shall perform the services described herein. All of the Contractor’s activities under the Agreement will be at its own risk, and it shall have sole responsibility for arrangements to guard against physical, financial, and other risks, as appropriate.
CONFIDENTIAL INFORMATION
Definition. “Confidential Information” means any non-public information that relates to the actual business or research and development of the Client, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Client’s products or services and markets therefore, customer lists and customers (including, but not limited to, customers of the Client on whom Contractor called or with whom Contractor became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances, other business information or any other form of proprietary information of Client. Confidential Information does not include information that (i) has become publicly known and made generally available through no wrongful act of Contractor or (ii) has been rightfully received by Contractor from a third party who is authorized to make such disclosure.Nonuse and Nondisclosure. Contractor will not, during or subsequent to the term of this Agreement, (i) use the Confidential Information for any purpose whatsoever other than the performance of the services on behalf of the Client or (ii) disclose the Confidential Information to any third party. Contractor agrees that all Confidential Information will remain the sole property of the Client. Contractor also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without the Client’s prior written approval, Contractor will not directly or indirectly disclose to anyone the existence of this Agreement or the fact that Contractor has this arrangement with the Client.Irreparable Harm. Contractor acknowledges that use or disclosure of any Confidential Information in violation of this Agreement will give rise to irreparable injury for which damages alone would not be an adequate remedy. Contractor understands that any breach of confidentiality and non-disclosure agreement is a material breach of this Agreement. Therefore, in addition to legal remedies available at law or in equity, the Client shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. Client shall be entitled to pursue all legal remedies as a result of such breach, including but not limited to, damages both direct and consequential. In any action brought by Client under this Agreement, Client shall be entitled to recover its attorney’s fees and costs from the Contractor.
Nothing contained in this Agreement shall be construed as granting to any party a license, express or implied, under any patent, copyright, trade secret, or other intellectual property right now or hereafter owned, obtained, or licensable by a Party to this Agreement. Any intellectual property made in the performance of this Agreement shall be or remain the sole and exclusive property of that Party who created it, regardless of whether it is completed or reduced to practice thereafter. In the event that employees of the Parties jointly produce copyrightable material, such material shall be jointly owned and copyrighted with rights reserved for both Parties and both Parties shall share in the cost, if such copyright is registered.
If during the performance of this Independent Contractor Agreement inventions result, the following shall apply: each invention, discovery, or improvement (hereinafter referred to as “Invention”) conceived or first actually reduced to practice by one or more employees of one of the Parties, shall be the sole property of the Party whose employee or employees made the Invention. Any Inventions conceived or first actually reduced to practice jointly by employees of both Parties hereto shall be jointly owned by both Parties.
Nothing in this Agreement is intended to transfer to the Client any rights in the Contractor’s services or work performed, which shall remain the property of the Contractor.
PORTFOLIO USE AND RIGHTS TO DISPLAY THE DELIVERABLES
Client agrees that the Contractor retains the display rights in the Services provided to the Client including but not limited to social media marketing, copywriting, web design, and brand design. Contractor may incorporate the finished work under the terms of this Agreement for the Client ("deliverables") as part of the Contractor's portfolio including the right to display the Client's name and logo. Client shall not be entitled to compensation for such portfolio use and Contractor's right to display the deliverables including Client's name and logo. As the creator of the deliverables for the Client, Contractor may use and showcase the deliverables as part of the Contractor's portfolio, website, galleries, exhibitions, social media marketing, professional advancement, promotions, and for any business marketing purposes. Both Parties agree that the Client must properly give credit to the Contractor as the creator of the deliverables. Client does not have a proactive duty to display the Contractor’s name together with the deliverables, but the Client may not mislead others that the deliverables were created by anyone other than the Contractor. Contractor will not display any other Client's confidential or non-public work without Client's prior written consent.
TERMINATION
Termination. Either party may terminate this Agreement by giving the other party 30 days prior written notice of such termination
B. Survival. Upon such termination, all rights and duties of the Client and Contractor toward each other shall cease except:
(1) The Client will pay, within 15 days after the effective date of termination, all amounts owing to Contractor for services completed and accepted by the Client prior to the termination date; and
(2) Section 4 (Contractor’s Independent Contractor Status), Section 5 (Confidential Information) and Section 6 (Ownership of Intellectual Property) will survive termination of this Agreement.
NON-SOLICITATION AND NON-RECRUIT
Contractor shall not, during the Agreement and for a period of one year immediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit or take away, any of the customers of the Client either for their own benefit or for the benefit of any other person or organization.
Contractor also agrees not to recruit any of Client’s employees for a period of one year immediately following termination of this Agreement for the purpose of any outside business.
RETURN OF PROPERTY
Upon termination of this Agreement, each Party shall immediately deliver to the other Party all property in its possession belonging to the other party, including but not limited to, proprietary information, customer lists, trade secrets, intellectual property, computers, equipment, tools, documents, recordings, software and any other information.
EXPENSES
Client shall reimburse Contractor for the following that are directly related to the work performed under this Agreement which may include:
If reimbursable, Contractor shall submit an itemized statement of Contractor’s expenses. Client shall pay the Contractor within 30 days after receipt of each statement.
ENTIRE AGREEMENT; MODIFICATIONS
This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements between such parties, whether written or oral, with respect to such subject matter. This Agreement may not be amended or revised except by a writing signed by the parties.
SUCCESSORS AND ASSIGNS
This Agreement is a contract calling for the provision of unique services by the Contractor and the Contractor’s rights and obligations hereunder may not be sold, transferred, assigned, pledged or hypothecated by the Contractor. This Agreement shall be binding upon and inure to the benefit of the Parties. The rights and obligations of the Client hereunder will be binding upon and run in favor of the successors and assigns of the Client.
CAPTIONS
Captions have been inserted solely for the convenience of reference and in no way define, limit or describe the scope or substance of any provisions of this Agreement.
SEVERABILITY
The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. Any invalid or unenforceable provision shall not be deleted but shall be reformed and construed in a manner to enable it to be enforced to the extent compatible with applicable law.
GOVERNING LAW
The Parties agree that this Agreement shall be construed under and governed by (both as to validity and performance) and enforced in accordance with the internal laws of the State/Province of Texas. United States applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law or where the parties are located at the time a dispute arises.
MEDIATION AND ARBITRATION
Any dispute between the Parties under this Agreement shall be first submitted to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the laws of the State of Texas unless the Parties stipulate otherwise.
REPRESENTATIONS AND WARRANTIES
Both Parties represent and warrant that each Party has full power, authority and right to execute, deliver and perform under the terms of this Agreement. No other consents are necessary to enter or perform this Agreement.
LEGAL COMPLIANCE
The Contractor represents and warrants that it and its employees have all the necessary qualifications, licenses, permits, certificates and registrations, if any, required to perform the services under this Agreement in accordance with applicable state, federal, ethical and local rules and regulations and that it will perform the services as per the Client’s guidelines and specifications with the standard of care prevailing in the industry including those forbidding sexual harassment, discrimination and unfair business practices.
WAIVER
Neither Party will be deemed to have waived any of its rights, power or remedies hereunder except in writing signed by the Party. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
INDEMNIFICATION
The Contractor shall indemnify and hold harmless Client from any damages, claims, liabilities, losses and expenses including reasonable attorney’s fees, arising out of any act or omission of the Contractor in performing the services or breach of any provision of this Agreement by the Contractor.
NOTICES
Any notice or communication given or made by either Party under this Agreement shall be in writing either by personal delivery, mail, registered or certified, or by email at the address listed above. Mailed notices shall be addressed to the Parties at the addresses listed above. Both Parties agree to keep each other informed about their current business and mailing addresses as well as email address and phone numbers.
FORCE MAJEURE
Neither Party will be deemed in default of its obligations to the extent that the performance of any such obligation is prevented or delayed by war, insurrection, fire, flood, riot, acts of terrorism, strikes, acts of God, telecommunications failures or errors, systematic internet failure, including but not limited to interruptions by service providers, or any similar event or circumstance not caused, in whole or part, by such Party, and which is beyond the reasonable control of such Party.
COUNTERPARTS
This Agreement may be executed in two (2) or more counterparts, including by tele-copier, tele-facsimile, or by electronic means, such as by encrypted digital signature, by electronic mail transmission of a portable document format (PDF) scan of the original document or a copy thereof; and when so executed, will have the same force and effect as though all signatures appeared on a single document. Emails and copies of signatures are acceptable in lieu of originals.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.
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