This Independent Contractor Agreement (this “Agreement”) is made effective as of ( __DATE__) by and between (___CLIENT___), the “Recipient”, currently in the address of (___CLIENT ADDRESS___), and between Control My AV, LLC, the “Contractor”. In this Agreement, the party who is contracting to receive the services shall be referred to as “Recipient”, and the party who will be providing the services shall be referred to as “Contractor.”
1. DESCRIPTION OF SERVICES. Beginning on ( __DATE__), the Contractor will provide the following services (collectively, the “Services”):
(___Description Of Services…___)
Furthermore, the Contractor has the right of control how the Contractor will perform the services. The Recipient does not have this right of control over how the Contractor will perform the services; however, the Recipient may advise the Contractor in certain areas needed so that the Low Voltage Pre-Wire meets all local city Codes and Guidelines.
2. PAYMENT FOR SERVICES. This agreement on payment between the two parties is not intended to establish or imply an employer/employee relationship.
(___Description Of Deposit % Payment…___)
(___Description Of Payment Arrangement…___)
No other fees and/or expenses will be paid to the Contractor unless such fees and/or expenses have been approved in advance by the appropriate executive on behalf of the Recipient in writing or by email. The Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll-type taxes applicable to such compensation. The Contractor has the right of control over the method of payment for services.
3. TERM/TERMINATION. This Agreement may be terminated by either party within 30 days, in a written notice to the other party. Furthermore, the Contractor has the ability to terminate this Agreement “at will”.
The Recipient has no right to assign services to the Contractor other than as specifically contemplated by this Agreement. However, the parties may mutually agree that the Contractor shall perform other services for the Recipient, pursuant to the terms of this Agreement.
4. RELATIONSHIP OF PARTIES. It is understood by the parties that the Contractor is an independent contractor with respect to the Recipient and not an employee of the Recipient. The Recipient will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Contractor.
It is contemplated that the relationship between the Contractor and the Recipient shall be a non-exclusive one. The Contractor also performs services for other organizations and/or individuals. The Recipient has no right to further inquire into the Contractor’s other activities.
5. RECIPIENT’S CONTROL. The Recipient has no right or power to control or otherwise interfere with the Contractor’s mode of effecting performance under this Agreement. The Recipient’s only concern is the result of the Contractor’s work and not the means of accomplishing it. Except in extraordinary circumstances and when necessary, the Contractor shall perform the Services without direct supervision by the Recipient.
6. PROFESSIONAL CAPACITY. The Contractor is a professional who uses their own professional and business methods to perform services. The Contractor has not and will not receive training from the Recipient regarding how to perform the Services unless both parties come to this agreement in a written notice.
7. PERSONAL SERVICES ARE NOT REQUIRED. The Contractor is not required to render the Services personally and may employ others to perform the Services on behalf of the Recipient without the Recipient’s knowledge or consent. If the Contractor has assistants, it is the Contractor’s responsibility to hire them and provide materials for them.
8. NO LOCATION ON PREMISES. The Contractor has no desk or other equipment either located at or furnished by the Recipient. Except to the extent that the Contractor works in a territory as defined by the Recipient, its services are not integrated into the mainstream of the Recipient’s business.
9. NO SET WORK HOURS. The Contractor has no set hours of work. There is no requirement that the Contractor works full time or otherwise accounts for work hours.
10. EXPENSES PAID BY PARTY. The Contractor’s Business and Travel Expenses are to be paid by the Contractor and not by the Recipient, unless both parties come to an agreement in the written notice, agreeing that the Recipient will provide payment for the Contractors Business and Travel Expenses.
11. CONFIDENTIALITY. The contractor may have had access to proprietary, private, and/or otherwise confidential information (“Confidential Information”) of the Recipient. Confidential Information shall mean all non-public information that constitutes, relates, or refers to the operation of the business of the Recipient, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Recipient, and any and all trade secrets, customer lists, or pricing information of the Recipient. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. The Contractor will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
12. INJURIES. The Contractor acknowledges the Contractor’s obligation to obtain appropriate insurance coverage for the benefit of the Contractor (and the Contractor’s employees, if any). The Contractor waives any rights to recovery from the Recipient for any injuries that the Contractor (and/or Contractor’s employees) may sustain while performing services under this Agreement and that is a result of the negligence of the Contractor or the Contractor’s employees. The contractor will provide the Recipient with a certificate naming the Recipient as an additional insured party.
13. NO RIGHT TO ACT AS AN AGENT. An “employer-employee” or “principal-agent” relationship is not created merely because (1) the Recipient has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Recipient has or retains the right to stop work done improperly. The Contractor has no right to act as an agent for the Recipient and has an obligation to notify any involved parties that it is not an agent of the Recipient.
14. CHANGE OF ORDER. If the Recipient wishes to make any changes to the services described in the above “Description of Services”, the Recipient must submit a written request for a “Change of Order” to the Contractor. The Contractor will then provide the Recipient with a written quote/estimate for the additional services or changes to the original services requested. If the Recipient accepts the quote/estimate for the Change of Order, the Recipient must pay the additional fees for the Change of Order in accordance with the payment terms set forth in this Agreement. This Agreement may not be amended or modified except in writing signed by both parties.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
16. WAIVER OF BREACH. The waiver by the Recipient of a breach of any provision of this Agreement by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor.
17. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
18. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.
19. SIGNATORIES. This Agreement shall be signed by the Recipient, (___CLIENT___), and the Contractor, Control My AV, LLC. This Agreement is effective as of the date first written above.
(___Contract must be signed by both parties before any payment is received.___)