1. Description of Parties:
a. SOUSA is a legal litigation support service. They provide a variety of legal service to the legal community. This includes court reporters, videography, trial presentations, video conferencing, scheduling and billing services for their contractors.
b. Contractor is a Licensed Certified Court Reporter with his/her own professional service business that is independently owned and operated by Contractor.
2. Services to Be Performed: SOUSA will schedule court reporting services at various locations (“Jobs”). Contractor will be notified of these scheduled Jobs. Contractor at his/her discretion may accept any of these jobs.
a. Contractor is free from the control and direction of SOUSA in connection with the performance of the work, both under the contract for the performance of such work and in fact;
b. Contractor acknowledges that SOUSA does not preform the actual Certified Court Reporting, but is a scheduling and collection service for Contractor; and
c. Contractor is independent from SOUSA and court reporting is his/her primary business/occupation.
d. At the conclusion of the Job, Contractor will return the certified transcript to SOUSA where it will be prepared per the instruction of the customer. SOUSA will delivery prepared transcripts to customer and bill accordingly.
3. Payment: In consideration for the services to be performed by Contractor, SOUSA agrees to pay Contractor per Schedule “A” attached hereto and incorporated by this reference.
4. Expenses: Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement.
5. Vehicles and Equipment: Contractor will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement.
6. Independent Contractor Status: Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, SOUSA's employees. In its capacity as an independent contractor, Contractor agrees and represents, and SOUSA agrees, as follows:
a. Contractor has the right to perform services for others during the term of this Agreement.
b. Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. Contractor shall select the routes taken, starting and quitting times, days of work, and order the work is performed.
c. Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement, so long as they are properly licensed to preform certified court reporting services.
d. Neither Contractor nor Contractor's employees or contract personnel shall be required to wear any uniforms provided by SOUSA.
e. he services required by this Agreement shall be performed by Contractor, Contractor's employees, or contract personnel, and SOUSA shall not hire, supervise, or pay any assistants to help Contractor.
f. Neither Contractor nor Contractor's employees or contract personnel shall receive any training from SOUSA in the professional skills necessary to perform the services required by this Agreement.
g. Neither Contractor nor Contractor's employees or contract personnel shall be required by SOUSA to devote full time to the performance of the services required by this Agreement.
7. Business Licenses, Permits, and Certificates: Contractor represents and warrants that Contractor and Contractor's employees and contract personnel will comply with all federal, state, and other licenses, business permits, and certificates required to carry out the services to be performed under this Agreement.
8. State and Federal Taxes:
a. SOUSA will not Withhold any Federal income or State income tax, FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf.
b. SOUSA will not make state or federal unemployment compensation contributions on Contractor's behalf.
c. SOUSA will issue a IRS 1099 to Contractor for all payments made to Contractor during each tax year. Contractor shall pay all taxes incurred while performing services under this Agreement, including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes.
9. Fringe Benefits: Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of SOUSA.
10. Unemployment Compensation: SOUSA shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
11. Workers' Compensation: SOUSA shall not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers' compensation insurance to the extent required by law and provide SOUSA with a certificate of workers' compensation insurance before the employees begin the work.
12. Insurance: SOUSA shall not provide insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Contractor shall obtain the following insurance coverage and maintain it during the entire term of this Agreement. This includes Automobile liability insurance for each vehicle used in the performance of this Agreement and a Comprehensive or commercial general liability insurance coverage. Before commencing any work, Contractor shall provide SOUSA with proof of this insurance and with proof that SOUSA has been made an additional insured under the policies.
13. Indemnification: Contractor shall indemnify and hold SOUSA harmless from any loss or liability arising from performing services under this Agreement.
14. Term of Agreement: This agreement will become effective when signed by both parties and will terminate on the earlier of the date Contractor completes the services required by this Agreement or the date a party terminates the Agreement as provided below.
15. Terminating the Agreement: Either SOUSA or Contractor may terminate this Agreement, effective immediately upon giving written notice, with or without cause by giving 10 days' written notice to the other party of the intent to terminate.
16. Entire Agreement: This is the entire Agreement, along with Schedule “A” attached between Contractor and SOUSA. This Agreement may be modified only by a writing signed by both parties.
17. Resolving Disputes by Binding Arbitration/Class Action Waiver: If a dispute arises under this Agreement, between the Parties shall be resolved by a neutral, binding arbitration, and not by a court. This procedure applies to any dispute defined herein, the agreement to arbitrate any issue. The only matter that shall be determined by a court, if necessary, shall be the Parties’ waiver to bring or participate in a class action. This arbitration agreement applies to the Parties, their respective employees or agents.
a. Fact about Arbitration: Arbitration is a private and less formal process in which a neutral arbitrator decides a dispute instead of a judge or jury. Each side has an opportunity to present some evidence to the arbitrator. A Party’s ability to discover things may be limited. Other rights Parties might have in court might not be available in arbitration. An arbitrator issues an award which a court may then enforce like a court judgment. Courts rarely overturn an arbitrator’s award.
b. Rules, Standards and Law: To initiate arbitration, a party shall give written notice to the other(s) of any Dispute by certified mail, return receipt requested. The Notice shall state the nature and factual basis of the Dispute, the names and addresses of all other Parties, the amount in dispute and specific relief requested. The responding Party may answer and set forth any counterclaims. The arbitration will be conducted by one neutral impartial arbitrator mutually agreed upon by the Parties. The arbitrator shall be any attorney or retired judge. If the Parties cannot agree on an arbitrator, an arbitrator may be appointed by a court pursuant to the Federal Arbitration Act (9 U.S.C. § 1, et seq.). The arbitrator may conduct all necessary preliminary proceedings, provide for the exchange of information and/or discovery, and set the time, date and place of any hearing, after consultation with the Parties. The award shall be issued within 30 days after the hearing is completed. The transaction(s) of the Parties involves interstate commerce and this arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 through 16 (“FAA”). The arbitrator shall strictly apply applicable substantive law and statutes of limitation consistent with the FAA and honor recognized claims of privilege.
c. Jury Trial Waiver: The Parties agree to give up their rights to a trial by a jury.
d. Class Action Waiver: The Parties agree to give up any right to bring a class action lawsuit or class arbitration, or to participate in either as a claimant. The Parties agree to give up any right to consolidate or join any arbitration proceeding with the arbitration of others.
e. Punitive Damage Waiver: The Parties waive any right to seek or recover punitive damages. No arbitrator shall have the power or authority to award punitive damages.
f. Fees and Costs: The parties will split all costs of arbitration on a 50%-50% basis. If a party fails to advance its portion of the arbitration costs or fees, any other party may advance those fees or costs without prejudice to the right to recoup the amount advanced as a prevailing party.
18. Confidentiality: Contractor acknowledges that it will be necessary for SOUSA to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm SOUSA. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of SOUSA without SOUSA's prior written permission except to the extent necessary to perform services on SOUSA's behalf. Proprietary or confidential information includes:
a. The written, printed, graphic, or electronically recorded materials furnished by SOUSA for Contractor to use including but not limited to any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that SOUSA makes reasonable efforts to maintain the secrecy of
b. Business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information belonging to customers and suppliers of SOUSA about whom Contractor gained knowledge as a result of Contractor's services to SOUSA, and
c. SOUSA Customer and Client Lists
19. Proprietary Information: The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the SOUSA, and Contractor hereby assigns to the SOUSA all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agree not to challenge the validity of the SOUSA’s ownership in the Work Product.
20. No Partnership/ Assignment and Delegation: This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts or binding agreements for SOUSA. Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without prior written approval of SOUSA
21. Applicable Law: This Agreement will be governed by California law.