Careerprise contractor agreement
This Careerprise independent contractor agreement (hereinafter, the Agreement) is made and entered into as of ____________________ [Month, Day], 2021 (hereinafter, the Effective Date) between Educaship Alliance LLC (hereinafter, the Company), a Virginia limited liability company, and ____________________ ____________________ [Careerprise contractor's name], a [State and business type, if different from a self-employed] (hereinafter, the Contractor; both collectively, the Parties; separately, Party).
The Company requests the Contractor to perform services (hereinafter, the Services) for the Company; and
The Parties therefore agree as follows:
Contents
1. Term and Termination
1.1. This Agreement takes effect on the Effective Date, and remains in full force and effect for one year (hereinafter, the Term). If no one Party expresses its willingness to end this Agreement 30 days before the Agreement ends, the Agreement prolongs for one more Term without any limit on the number of the Terms unless earlier terminated under this Section 1.
1.2. Either Party may terminate this Agreement for any reason or no reason at all by providing the other Party written notice 30 days in advance.
2. Contractor Services
2.1. During the Term, the Company may engage the Contractor to provide the Services stated in emails that shall have words "Careerprise Contract Order" (hereinafter, the Order) in the title and work request statement in the email body, and the Contractor may accept, decline, or request to clarify those requests. If the Contractor accepts the request, within 5 days, the Contractor shall provide the Company with the schedule estimate of its work on the request and approximate date of the work product delivery, if this information has not been communicated before, as well as weekly reports on (i) what work has been done within the last week, (ii) what work is going to be done within the current week, and (iii) what problems, if any, the Contractor seeks to be solved on the Company's side.
2.2. The Contractor shall provide the necessary equipment to perform the Services; the Company cannot be responsible for that equipment. If the Contractor has obtained employees or agents (hereinafter, the Contractor Personnel), the Contractor shall be solely responsible for all costs associated with the Contractor Personnel.
2.3. As a result of providing the Services, the Contractor or Contractor Personnel may create certain one or more work products (hereinafter, the Work Product).
2.4. The Contractor shall notify the Company of any change(s) 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 30 days prior to such change(s). If the Contractor becomes aware of such change(s) within the 30 days period, the Contractor shall promptly notify the Company of such change(s) within a reasonable amount of time.
2.5. Unless the Company specifies the compensation rate in the Orders, the work performed by the Contractor shall be performed at the rate, stated in Appendix A to this Agreement. The Contractor shall issue invoices to the Company's accounts payable department within 30 days of completing the Services, unless otherwise instructed by the Company, and provide documentation as instructed by the Company's accounts payable department.
2.6. The Company shall pay to the Contractor within 30 days of receiving the invoice from the Contractor. The Company offers methods of the payments; they are listed in Appendix B to this agreement. The Contractor shall specify the method of the Company's payments. If the Contractor specifies the way, which is not listed in Appendix B, and some third-party fees are associated with that payment way, the Contractor is responsible for those fees.
2.7. Any Services shall incorporate sufficient documentation including, but not limited to, description of the work done, source codes, etc.
2.8. Neither the Services nor Work Product shall include, rely on, and/or imply any proprietary licenses or commercial restrictions. If some software is needed, this The Services can include and/or rely on open-source software. If the intellectual property of that software is not in the public domain, the Contractor needs to seek the Company's approval on its use prior to the use.
2.9. Neither the Services nor Work Product shall include, rely on, and/or imply any external resources such as libraries, fonts, icons, images, or other files outside of the Work Product. The Work Product shall be fully functional while being operated offline.
2.10. The Order may or may not state the number of hours that are authorized. If the Order does not specify the number of authorized hours, the Contractor is authorized to work as many hours as needed.
3. Independent Contractor Status
3.1. The Parties intend that the Contractor and any Contractor Personnel be engaged as independent contractors of the Company. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
3.2. The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.
3.3. The Contractor will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company.
3.4. 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.
4. Ownership
4.1. The Contractor transfers and assigns to the Company all rights, titles and interests throughout the world in and to any and all Work Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the Work Product in any way the Company sees fit.
4.2. The Contractor cannot include any personal and/or contact information other than the Company's and/or authorized by the Company in any part of the Work Product and/or dispose while rending the Services.
4.3. The Company grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the Work Product on a platform personally controlled, in whole or in part, by the Contractor. The Contractor shall notify the Company about the display or displays. The Company may revoke this license at any time by requesting the removal of the Work Product displayed by the Contractor. Upon such request, the Contractor shall remove the Work Product from the platform, and provide written notification of such removal.
5. Representations
Both Parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.
6. Indemnification
The Contractor shall defend, indemnify, and hold harmless the Company, 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 representation and services under this Agreement.
7. Confidential Information
7.1 Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving Party reasonably should know is confidential (hereinafter, the Confidential Information) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature.
7.2 The Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.
7.3 The Contractor Personnel shall not access any Confidential Information without a separate non-disclosure agreement between the Company and an individual who is a part of the Contractor Personnel and who needs that access.
8. Communications
8.1. All the communications between the Parties that are related to this Agreement may and tend to occur electronically. The email communication is official and can be presented during possible litigation. The Parties' email addresses are stated in Appendix C to this Agreement.
8.2. The Parties plea to try, sincerely and in a good faith, to resolve any disputes that may occur between the Parties before any possible litigation.
9. Limited Warranty
9.1. The Contractor does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free.
9.2. The Contractor warrants that all services are be performed in a professional manner in accordance with generally applicable industry standards and laws. That provision includes, but not limited to, the respect to third-party intellectual properties, open-source software licenses, etc.
9.3. Between the Parties, the Contractor's sole liability (and the Company's exclusive remedy) for any breach of this warranty shall be for the Contractor to re-perform any deficient services, or, if the Contractor is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. The Contractor shall have no obligation with respect to a warranty claim if the claim is the result of third-party hardware or software malfunctioning, the actions of the Company or some other party or is otherwise caused by factors outside the reasonable control of the Contractor.
9.4. This section 9 is a limited warranty, and sets forth the only warranties made by any Party. Any Party makes no other warranties, conditions, or undertakings, express or implied, statutory or otherwise, including but not limited to warranties or merchantability, fitness for a particular purpose or non-infringement or any warranties regarding the performance of anything provided or installed by the Contractor.
10. Miscellaneous Provisions
10.1. This Agreement, and any accompanying appendices, duplicates, or copies, 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.
10.2. This Agreement may be amended only by written agreement duly executed by an authorized representative of each Party. To alternate any Appendix unilaterally, one Party shall notify another Party no fewer than 30 days before the change. The alternation of Appendix A may not effect the work conditions for those Orders that have already been accepted.
10.3. 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.
10.4. This Agreement shall not be assigned by either party without the express consent of the other party.
10.5. 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.
10.6. This Agreement is be governed by and construed in accordance with the laws of the State of Virginia 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 Commonwealth of Virginia. Each Party hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the Commonwealth of Virginia.
The Parties are signing this Agreement electronically on the dates stated below.
- By: [Signature]
- Name, title: Gary Ihar, director
- Date: [Month, Day], 2020
[CONTRACTOR NAME]
- By: [Signature]
- Name, title: [Contractor's name and, if the Contractor represents an organization, title]
- Date: [Month, Day], 2020
