INDEPENDENT CONTRACTOR AGREEMENT
This agreement (the “Agreement”) is made and entered into as of[DATE OF AGREEMENT](the “Effective Date”) between G-Force Accelerated Marketing Inc. (the “Company”), a Company incorporated in the State of Oregon, United States of America and having its principal offices at Principal Office Address, and [NAME OF CONTRACTOR],, at Contractor's Address, birthdate Contractor Birthdate,(the “Contractor”) (collectively, the “Parties”).
WHEREAS, the Company requests the Contractor to perform services for it and may request the Contractor to perform other services in the future; and
WHEREAS, the Company and the Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed,
WHEREAS, the Parties affirm that they understand all of the provisions contained in this Agreement, and in the case that they require clarification as to one or more of the provisions contained herein, they have requested clarification or otherwise sought legal guidance,
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:
1.1 The Company may from time to time issue Project Assignment(s) through Trello.com or comparable Project Management software at no cost to Contractor. Subject to the terms of this Agreement, Contractor will, to the best of its ability, render the services and complete the deliverables (the "Deliverables") set forth in Project Assignment(s) accepted by Contractor (the "Project(s)") by the completion dates set forth therein.
1.2 All Deliverables shall be subject to the Company review and acceptance, which shall not be unreasonably withheld.
1.3 In the event that the Company rejects a Deliverable, the Company will inform Contractor of the reasons for such rejection, and Contractor will use commercially reasonable efforts to promptly modify such Deliverable in accordance with the Company instructions and to redeliver such Deliverable to the Company for testing in accordance with the provisions of this section.
1.4 Contractor shall perform the services necessary to complete the Projects in a timely and professional manner consistent with industry standards.
2.0 Contractor Representations and Warranties. Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Contractor makes the following representations and warranties.
2.1 That he or she will notify the Company of any change(s) to the Contractor’s schedule that could adversely affect the availability of the Contractor to complete a given project.
3.0 Company Representations and Warranties. Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Company makes the following representations and warranties.
3.1 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 the Company and any other person, firm or organization or any law or governmental regulation.
3.2 That it is in full compliance with any and all laws and/or statutes applicable to the services described hereunder.
4.1 By signing this Agreement, Company has retained Contractor to proceed with work as detailed in Project Assignment(s).
4.2 Payment for these services will be made to Contractor at the rate the parties agree to per project as listed on the Trello project card and / or as otherwise agreed to in writing or equivalent form.
4.3 The Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/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.
5.1 Independent Contractor Status.
5.1 The Contractor is an independent contractor of Company. 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.
5.2 The Contractor shall have no authority to act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.
5.3 The Contractor shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company.
5.4 The Contractor confirms that the twelve statement below are true and will remain true for the course of this agreement:
6.0 Confidential Information.
6.1 The Contractor and his or her employees shall not, during the time of rendering services to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of the Contractor and his or her employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.
7.0 Intellectual Property.
7.1 The Contractor represents that all content created on behalf or provided by the Contractor to the Company, in furtherance of the services described hereunder becomes the sole property of the Company. Contractor must disclose in advance to Company any copyrighted or trademarked content that is owned by other parties or should be excluded from this agreement that Contractor intends to use in a Company Project.
7.4 During the course of performing under this Agreement, the Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with the Company, develop information, produce work product, or achieve other results for the Company in connection with the services it performs for the Company under this Agreement. The contractor agrees that any such information, work product, and other results, systems and information developed by the Contractor and/or the Company in connection with such services (hereinafter referred to collectively as the "Work Product") shall, 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 shall remain the sole and exclusive property of Company. Note that this provision shall have no effect on the status of the relationship between the Company and the Contractor, as set out in Section 5 above.
8.1 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 TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
9.0 Disclaimer of Warranty.
9.1 THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.
10.1 Contractor will defend, indemnify, and hold harmless Company for and from any and all damages,expenses, or liability resulting from or arising out of, any negligence or misconduct on the Contractor’s part, or from any breach or default of this Agreement that is caused by Contractor.
11.0 Duration, Scope and Severability.
11.1 This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to Section 11 of this Agreement.
11.2 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.
11.4 This Agreement may be amended only by written agreement duly executed by an authorized representative of each party.
11.5 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.
11.6 No modifications to this Agreement shall be binding upon the Company without the express, written consent of the Company.
11.7 This Agreement shall not be assigned by either party without the express consent of the other party.
12.0 Governing Law and Jurisdiction.
12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, United States of America without reference to any principles of conflicts of laws, which might cause the application of the laws of another state or country. Any action instituted by either party arising out of this Agreement shall only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Oregon and in the United States of America after mediation has been attempted. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF OREGON, UNITED STATE OF AMERICA.
13.0 Waiver of Rights.
13.1 A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this agreement as of the Effective Date.