Independent Contractor Agreement: CodeDay Regional Organizer FY2015

Contractor agreement for paid contractors organizing CodeDays.

Independent Contractor Agreement: CodeDay Regional Organizer

This Agreement is made and entered into as of Effective Date (the “Effective Date”) between Student Research and Development (“StudentRND” or the "Company"), a Washington non-profit corporation, and Contractor Name(the “Contractor”).

This is a legal agreement. By signing, the Contractor affirms that he or she understands all of the provisions contained in this Agreement. In the case that he or she requires clarification as to one or more of the provisions contained herein, he or she must request clarification or otherwise seek legal guidance before signing.

The parties hereto agree as follows:

Services

The Contractor will, without limitation, provide StudentRND with his or her services of organizing CodeDay events in the following cities on February 14, 2015:

  1. City Name 1, with City Target 1 student attendees
  2. City Name 2, with City Target 2 student attendees

Specifically, the Contractor will, for each event:

  1. Secure a venue capable of holding the target number of students in the target city on the specified weekend (from 11am to 1pm the following day, target city local time).
  2. Secure at least $2,000 in cash (or in-kind food) sponsorship for StudentRND.
  3. Order food, snacks and drinks at least one week in advance of the event.
  4. Book airline tickets for the StudentRND volunteer assigned to run the event within one week of when the volunteer is assigned, unless otherwise notified.
  5. Secure judges.
  6. Promote the event to local schools and organizations.
  7. Recruit local volunteers to assist in these tasks.
  8. To the best of his or her ability, not deviate from StudentRND’s “CodeDay Organizer Guide” as available at https://wiki.studentrnd.org/Category:CodeDay:Organize.
  9. Maintain the event budget, and not spend more than $11 multiplied by the number of attendees, plus sponsorship raised above $2,000.
  10. Submit expense reports for all purchases.

This Agreement will not be assigned without the express written consent of StudentRND.

Compensation

The services performed by the Contractor under this Agreement will be performed at the rate specified below, and will not exceed the total estimated amount specified below.

Except with regards to commissions, payments to the Contractor will be made within 15 days except in cases of circumstances beyond StudentRND’s control, in which case they will be made as quickly as possible.

Payments of commissions to the Contractor will be made within 45 days after completion of the event except in cases of circumstances beyond StudentRND's control, in which case they will be made as quickly as possible.

StudentRND is not responsible for federal, state, or local taxes derived from the Contractor's net income or for the withholding or payment of any federal, state, and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.

Compensation on Deliverables

For each event listed above, the Contractor will be paid $250 upon the commencement of services three months prior to the start of the event.

For each event listed above for which the Contractor secures a written commitment to host from a venue, the Contractor will be paid $250 upon StudentRND’s receipt of such a commitment.

For each event listed above which achieves at least 20% of the specified registrant target, the Contractor will be paid $250 upon the day which the event achieves such a registrant count.

Commissions on Net Proceeds

For each event listed above which is completed, 10% of net proceeds will be paid to the Contractor upon completion of the event. Net proceeds are calculated by adding sales of both tickets and sponsorships and subtracting all costs associated with the event including, but not limited to, food and drinks, prizes, and staff travel, including all costs which StudentRND bears.

For sponsorships raised which cover events nation-wide, including events not organized by the Contractor, (“Global Sponsorships”) and approved by StudentRND, the Contractor will be paid 5% of the proceeds from such sponsorships upon completion of the series of events or the payment of such a sponsorship, whichever comes later.

Election to Cancel, Conditions

If, for any event listed above, StudentRND does not receive a written commitment to host from a venue one month prior to the event, StudentRND may, upon express written notice (which may be delivered electronically), elect to cancel the event without any further compensation.

Independent Contractor Status

The Contractor is an independent contractor of StudentRND. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

The Contractor will have no authority to act as agent for, or on behalf of, StudentRND, or to represent or bind StudentRND in any manner.

The Contractor will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of StudentRND.

Duration, Scope, and Severability

This Agreement will take effect immediately, and will remain in full force and effect indefinitely, or until terminated as follows:

  1. StudentRND may terminate this Agreement for any reason upon forty-eight hours notice to the Contractor.
  2. Either party may terminate this Agreement for cause immediately upon notice to the breaching party.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the parties, preceding the date of this Agreement.

This Agreement may be amended only by written agreement duly executed by an authorized representative of each party. No modifications to this Agreement will be binding upon StudentRND without the express written consent of StudentRND.

If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

Company Representations and Warranties

Remaining in effect for the duration of this Agreement, StudentRND makes the following representations and warranties:

  1. That it is fully authorized and empowered to enter into this Agreement, and that its performance of the obligations under this Agreement will not violate any agreement between StudentRND and any other person, firm or organization or any law or governmental regulation.
  2. That it is in full compliance with any and all laws and/or statutes applicable to the services described hereunder.
  3. That, to the extent described herein, StudentRND will bear expenses related to:
  • Event space and security
  • Travel to the event
  • Branded shirts
  • Food, drinks, and other consumables used at the event organized by the Contractor as put on the event budget.

Contractor Representations and Warranties

Remaining in effect for the duration of this Agreement, the Contractor makes the following representations and warranties:

  1. That he or she is fully authorized and empowered to enter into this Agreement, and that his or her performance of the obligations under this Agreement will not violate any agreement between the Contractor and any other person, firm or organization or any law or governmental regulation.
  2. That he or she will notify StudentRND of any change to the Contractor’s schedule that could adversely affect the availability of the Contractor, whether known or unknown at the time of this Agreement, no later than two weeks prior to such change. If the Contractor becomes aware of such change within the two week period, the Contractor will promptly notify StudentRND of the change within a reasonable amount of time.
  3. That he or she will bear all expenses incurred in the performance of this Agreement, including but not limited to, electronics devices to send/receive digital communications, internet connectivity, workspace and furniture, and more, except for expenses included in the Services section above or expressly approved by StudentRND.

Intellectual Property

During the course of performing under this Agreement, the Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with StudentRND, develop information, produce work product, or achieve other results for StudentRND in connection with the services it performs for StudentRND under this Agreement.

The Contractor agrees that any such information, work product, and other results, systems and information developed by the Contractor and/or StudentRND in connection with such services will, to the extent permitted by law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. § 101), and will remain the sole and exclusive property StudentRND. Note that this provision has no effect on the status of the relationship between StudentRND and the Contractor.

Any materials developed by StudentRND, making use of the Content, remains the sole property of StudentRND subject to all applicable laws and/or statutes.

Waiver of Rights

A failure or delay in exercising any right, power or privilege in respect of this Agreement is not a waiver, and a single or partial exercise of any right, power or privilege does not preclude any subsequent or further exercise of that right, power, or privilege or the exercise of any other right, power or privilege.

Indemnification and Liability

The Contractor agrees to indemnify and hold harmless StudentRND, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Contractor’s services under this Agreement.

The Contractor agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Contractor’s services under this Agreement, unless expressly stated otherwise by StudentRND in writing.

Except with respect to the parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue or profits, or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages.

The foregoing limitation applies to all causes of action in the aggregate, including without limitation, breach of contract, breach of warranty, negligence, strict liability, and other torts.

Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of Washington without reference to any principles of conflicts of laws which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Washington.

Each party consents to the exclusive personal jurisdiction and venue of the courts — state and federal — having jurisdiction in the state of Washington.

Execution of Agreement

The parties, intending to be legally bound, have each executed this agreement as of the Effective Date.