This Independent Contractor Agreement (“Independent Contractor Agreement”) is entered into as of the date in the form entry Today’s Date (the “Effective Date”), by and between It’s Been A Pleasure, LLC, d/b/a Drew DuBoff (“Contractor”) and the business supplied in the form entry Legal Business Name (“Client”). Throughout the course of this Agreement, the Contractor and Client may each be referred to as a “Party,” or collectively, the “Parties.”
Background
The Client opines the Contractor has the necessary qualifications, experience, and abilities to provide services to the Client.
The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the Parties agree as follows:
Services to be Provided
The Client agrees to engage the Contractor to provide the Client with one or more of the following Services (the “Services”) currently offered:
- Proofreading/Editing
- SEO Editing
- Virtual Assisting
- Freelance Writing
- Other (agreed upon by both Parties)
Specifics of the service will be arranged via email communication prior to the start. The type of service will be indicated by the Client in the form below.
The Services can include anything additional that the Parties agree on. The Contractor hereby agrees to provide such Services to the Client.
Terms of Agreement
The terms of this Agreement (the “Terms”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Terms of this Agreement may be extended and clarified with written consent via email communications (the “Written Consent”) of the Parties.
Communication
The Parties agree to maintain open and honest communication throughout the term of this Agreement. The preferred method of communication is electronic mail (email). Should either Party wish to change the preferred method, they must receive consent from the other on what the new method will be (ex. Facebook messages).
The discourse that occurs via the preferred method of communication (the “Communication”) will serve as Written Consent for any obligations to be performed as outlined in this Agreement.
Performance
The Parties agree to do everything to ensure that the Terms of this Agreement take effect.
Currency
Except otherwise noted via email communication, all monetary amounts referred to throughout the negotiation and performance of the Services and as expressed in this Agreement are in United States Dollars (USD).
Compensation
In consideration of the Contractor’s services hereunder, the Client shall pay the Contractor a fee for the hours worked during the term of this Agreement. The Contractor will charge the Client a fee that is communicated via email and agreed upon by the Client prior to the start of the Services. Notarization on this form acknowledges that the Client is aware of the compensatory procedure and it shall be binding upon both parties.
The Client will be invoiced via QuickBooks upon the completion of the Services. Invoices submitted by the Contractor to the Client are due within 15 days of receipt.
An email reminder will be sent out if payment has not been received after 10 days. Failure to make the payment within 15 days will result in a 15% late fee on the total dollar value agreed upon that the Client must pay to the Contractor.
If this Agreement is terminated by the Client prior to the completion of the Services, but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that the Contractor has not breached the Terms of this Agreement.
The Compensation as stated in this agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
Reimbursement of Expenses
The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
All expenses will be pre-approved by the Client.
Confidentiality
Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would be reasonably considered private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could be reasonably expected to cause harm to the Client.
The Contractor agrees that they will not divulge, disclose, reveal, report, or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law.
The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
Ownership of Intellectual Property
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations, or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the “Intellectual Property”) that is developed or produced under this Agreement is a “work made for hire” and will be the sole property of the Client.
The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the expressed consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Return of Property
Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, passwords, or Confidential Information that is the property of the Client.
Capacity
In providing the Services under this Agreement, it is expressly agreed that the Contractor is acting as an independent contractor and not an employee. The Parties acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
The Client is not required to pay, or make contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension, or other employee benefit for the Contractor during the term.
The Contractor is responsible for paying, and complying with, all the reporting requirements for local, state, and federal taxes related to Compensation made to the Contractor under this Agreement.
Notice
All notices, requests, demands, or other required or permitted communications by the Terms of this Agreement shall be delivered to the Parties via Communication.
Indemnification
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind of amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliate, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
This indemnification will survive the termination of this Agreement.
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 each subject matter. This Agreement may not be amended or revised except Communication agreed upon by the Parties.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
The timeline for completion of the Services will be expressed by Communication of the Parties prior to the start.
Assignment
The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior Written Consent of the Client.
Enurement
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
Captions
Captions are inserted for the convenience of the Parties and in no way define, limit, or describe the scope or substance of any provisions of this Agreement.
Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Discrimination
The Contractor does not discriminate against any potential or current Client on a means of gender/sex, sexual orientation, race, ethnicity, age, national origin, disease or disability, color, or religion.
The Contractor will provide Services to any paying Client.
Age
The Contractor will not provide Services to any Client under the age of 18, for legal purposes, as they are not of an age to expressly enter a contract with full consent of the Terms.
Termination
For all recurring contracts on a month by month basis, either Party can terminate the contract by providing notice to the other Party. This must be done by the 15th of the current month to terminate the contract for the next month.
For all contracts not on a recurring basis, once the form below has been signed, the contract cannot be terminated.
Governing Law
This Agreement will be governed by and construed both as to validity and performance in accordance with the laws of the State of New Jersey, without regard to the principles of conflicts of law where the Parties are located at the time a dispute arises.
Any disputes concerning a breach of contract by either Party will be settled by arbitration, using an arbitrator sourced from the American Arbitration Association. The only exception to this is if there is a valid claim for small claims court.
Severability
If any of the provisions of this Agreement are held to be invalid or unenforceable in whole, or in part, all other provisions will nevertheless remain to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waivers
Neither Party will be deemed to have waived any of its rights, power, or remedies hereunder except in writing signed by an authorized agent or representative of the Party to be charged. Either Party may, by an instrument in writing, waive compliance by the other Party with any term or provision of this Agreement on the part of the other Party to be complied with. The waiver by either Party of a breach of any term or provision of this Agreement is not to be construed as a waiver of any subsequent breach.
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 in part, by such Party, and which is beyond the reasonable control of such Party.
IN WITNESS WHEREOF the Parties agree to the Terms set forth in this Agreement. This Agreement may be signed in counterparts. Emails and copies of signatures are acceptable in lieu of originals.
The Client will now fill out the following form as authorization for commencement of the Services performed and as legal notarization of the Terms set forth in this Agreement.
Any questions or concerns about the Terms set forth in this agreement should be addressed to Drew DuBoff via email at hello (at) drewduboff (dot) com prior to the completion of the below form. Once the form has been filled out, the Client agrees to all the Terms.
The Contractor agrees to all Terms and has affixed his signature below.
