This CONTRACTOR AGREEMENT is between ________________ (“Company”) and ________________ (“Contractor”) and is effective as of the date of the last signature below (the “Effective Date”).
Contractor shall be solely responsible for determining the method, details and means of performing the Services. Contractor may, at Contractor’s own expense, employ or engage the services of such employees, subcontractors, partners or agents, as Contractor deems necessary to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not be employees of the Company, and Contractor shall be wholly responsible for the professional performance of the Services by the Assistants such that the results are satisfactory to the Company.
All of the services to be performed by Contractor, including but not limited to the Services, will be as agreed between Contractor and the Company’s representative designated to Contractor in writing (the “Representative”). Contractor will be required to report to theRepresentative concerning the Services performed under this Agreement. The nature and frequency of these reports will be left to the discretion of the Representative.
However, Consultant’s relationship with the Company will be that of an independent contractor and not that of an employee.
Contractor shall not be authorized to incur on behalf of the Company any expenses and will be responsible for all expenses incurred while performing the Services unless otherwise agreed to by the Company’s Representative, which consent shall be evidenced in writing for any expenses in excess of $100.00. As a condition to receipt of reimbursement, Contractor shall be required to submit to the Company reasonable evidence that the amount involved was both reasonable and necessary to the Services provided under this agreement.
Notwithstanding the above, either party may terminate this Agreement at any time upon 30 days’ written notice. In the event of such termination, Contractor shall be paid for any portion of the Services that have been performed prior to the termination.
Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within 30 days after having received written notice by the non-breaching party of the breach or default.
Any provision of this agreement which, by its sense and context, was intended to survive termination of this agreement shall so survive.
Subject to the foregoing, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR (a) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES; or (b) EXEMPLARY OR PUNITIVE DAMAGES.
(a) Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
(b) Transfer of Agreement. Neither party may transfer this agreement or any Purchase Order, except that either party may transfer all or any part of this agreement or a Purchase Order to (a) an Affiliate; or (b) a third party in connection with a merger or sale of substantially all the party’s assets. An “Affiliate” is an entity that is controlled by, in common control with, or controlling a party.
(c) Entire Agreement; Amendments and Waiver; Severability. This agreement, together with thePurchase Order, sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty except those expressly set out in this agreement. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this agreement, and neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this agreement. If any term (or part of a term) of this agreement is invalid, illegal or unenforceable, the rest of this agreement will remain in effect.
(d) Order of Precedence. The terms of thePurchase Order will take precedence over conflicting terms of this agreement to the extent of the subject matter of the Purchase Order.
(e) Governing Law; Venue. All claims arising out of or related to this agreement will be governed by Texas law excluding such State’s conflict of laws rules and will be litigated exclusively in the county or federal district/division of Company’s address for notice.
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Address for Notice:
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Description of Services