The Independent Contractor is or shallremain open to conducting similar tasks or services for the Company, which may not be listed or described below, or forentities other than the Company and thus holds himself or herself out to the public to be a separate business entity. The Company desires to hire and contract the services of the Independent Contractor to perform those tasks as set forthherein. The Independent Contractor assents to this Agreement and to act and perform as an independent contractor for theaforementioned Company and is thus willing to do so on the terms and conditions as set forth herein.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained within thisAgreement, the Parties agree as follows:
INDEPENDENT CONTRACTOR REPRESENTATION
The implementation of this Agreement does not constitute a hiring by either party. It is therefore the intention of the partiesthat the Independent Contractor shall maintain an independent contractor status and shall not be considered an employee forany purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, Social Security Act,Federal Unemployment Tax Act, provisions of the Federal Internal Revenue Code, State Revenue and Taxations Coderelating to income tax withholding, Workers' Compensation Insurance and other benefit payments and third party liabilityclaims.
Therefore, staying within the Scope of Work, the Independent Contractor shall retain sole and absolute discretion in themanner and means for the carrying out of his/her activities and responsibilities contained herein this Agreement. ThisAgreement shall not be construed or considered to be a partnership or joint venture, and the Company shall not be held liablefor any obligations incurred by the Independent Contractor, unless otherwise specifically authorized as such in writing. TheIndependent Contractor shall not act as an agent or representative of the Company, superficially or otherwise, nor bind theCompany in any manner, unless specifically authorized to do so in writing.
RESPONSIBILITIES, DUTIES AND SCOPE OF WORK
The Independent Contractor herein agrees to devote the necessary amount of time, energy and attention required tosatisfactorily complete, conclude and/or archive the following duties/responsibilities:
Lawn & Landscaping Services
It is expected that the above detailed services, tasks and responsibilities shall be completed by , barring any reasonablyunforeseeable circumstances.
FURTHERMORE, the Independent Contractor shall perform any and all responsibilities and duties that may be associatedwithin the Scope of Work set for above, including, but not limited to, work which may already be in progress or any relatedchange orders. The Independent Contractor shall have full discretion within the Scope of Work but shall not engage in anyactivity which is not expressly set forth by this Agreement without first obtaining prior written authorization.
DOCUMENTS, RECORDS OR BOOKS
Any and all documents, records or books which may be related to the Scope of Work, as set forth herein this Agreement, shallbe maintained by the Independent Contractor at the Independent Contractor's principal place of business and open toinspection by the Company during regular working business hours. The documents, records and/or books to which theCompany shall be entitled to inspect and receive copies of include, but are not limited to, any and all contract documents,change/purchase orders and work which has been authorized by the Company on existing or any potential project that arerelated to this Agreement.
WORK SCHEDULE
The Independent Contractor shall be responsible to the owner(s) and/or manager(s) of the Company . Any directions or advice provided to the Independent Contractor regarding the Scope of Work shall be considered asuggestion only and not an instruction.
COMPENSATION
The Independent Contractor shall be entitled to full compensation for the performance of those tasks, responsibilities and/orduties related to the Scope of Work as follows:
Compensation Terms: Per Hr wage
Total Compensation Amount: $0.00
Said compensation shall become due and payable to the Independent Contractor upon receipt of an invoice by the Companyand payable pursuant to the following schedule and method:
Compensation Schedule: weekly
Compensation Method: Company Check or direct Deposit
TAX WITHHOLDING
The Independent Contractor acknowledges and recognized that it shall complete and return to the Company an IRS Form1099 and related tax statements, and shall be required by law to file corporate and/or individual tax returns, and to pay saidtaxes pursuant to all provisions of applicable Federal, State and Local laws. The Independent Contractor herein pledges andagrees to indemnify the Company for any damages or expenses, including any related attorney's fees, and legal expensesincurred by the Company as a result of Independent Contractor's failure to make such required payments. Upon the Company's reasonable request, the Independent Contract shall provide proof of required tax payments.
BENEFIT RIGHTS WAIVER
The Independent Contractor herein waives and foregoes any and all right to receive any benefits that may be provided by theCompany to its regular employees, including, but not limited to, health benefits, vacation, retirement, profit sharing plans, sickleave, and any 401(k) plans. The Independent Contractor acknowledges and agrees that if any government agency or court oflaw claims that the Independent Contractor is an employee, s/he agrees to waive coverage under these plans. This waiver isapplicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue ofhis/her agreement with the Company. This waiver is effective independently of the Independent Contractor's employmentstatus as adjudicated for taxation purposes or for any other purpose.
NON-DISCLOSURE AND NON-COMPETE
Representation and Warranties
The Independent Contractor represents and warrants that his/her relationship with the Company will not cause or require thats/he breach any obligation to the agreement of or confidence related to any confidential, trade secret and/or proprietaryinformation of any other person, company or entity. Furthermore, the Independent Contractor acknowledges that a conditionof the relationship is s/he has not brought and will not bring or use in the performance of his or her duties at the premises ofthe Company any proprietary or confidential information, whether or not in writing, of a former contracted company withoutthat company's written permission or authorization. The breach of this condition shall result in automatic termination of therelationship as of the time of the occurring breach. Except as otherwise noted on the back of the signature page hereof, thereare no inventions heretofore made or conceived by the Independent Contractor that the Independent Contractor deems to beexcluded from the scope of this Agreement and Independent Contractor hereby releases the Company from any and allclaims by the Independent Contractor by reason of any use by Company from any invention heretofore made or conceived bythe Independent Contractor.
Proprietary Information
For the sole purpose of this Agreement, "Proprietary Information" shall include, but is not limited to any information,observation, data, written materials, records, documents, drawings, photographs, layouts, computer programs, software,multi-media, social media, firmware, inventions, discoveries, improvements, developments, tools, machines, apparatus,appliances, designs, work products, logo, system, promotional ideas and material, customer lists, customer files, needs,practices, pricing information, process, test, concept, formulas, method, marketing information, technique, trade secrets,products and/or research related to the actual or anticipated research development, products, organization, marketing,advertising, business or finances of the Company, its affiliates, subsidiaries or other related entities.
All rights, title and interest of any and all kind and nature whatsoever in and to the Proprietary Information made, written, discussed, developed, secured, obtained or learned by the Independent Contractor during the term of its relationship with theCompany or 3 immediately following termination of that relationship, shall be the sole and exclusive property of the Companyfor any purpose or use whatsoever as it deems necessary or fit, and shall be disclosed promptly by the IndependentContractor to the Company. The covenants set forth in the preceding sentence shall apply regardless of whether anyProprietary Information is made, written, discussed, developed, secured, obtained or learned (i) solely or jointly with others; (ii)during the usual hours of work or otherwise; (iii) at the request and upon the suggestion of Company or otherwise (iv) withCompany's materials, tools, instruments, or (v) on Company's premises or otherwise.
The Independent Contractor shall comply with any reasonable rules established from time to time by the Company for theprotection of the confidentiality of any Proprietary Information. The Independent Contractor irrevocably appoints the Presidentand all Vice Presidents of the Company to act as the Independent Contractor's agent, representative and attorney-in-fact toperform all acts necessary to obtain and/or maintain patents, copyrights, trade-marks and similar rights to any ProprietaryInformation assigned by the Independent Contractor to the Company under this Agreement if (i) the Independent Contractorrefuses to perform those acts, or (ii) is unavailable, within the meaning of any applicable laws. The Independent Contractoracknowledges that the grant of the foregoing power of attorney is coupled with an interest and shall survive the death ordisability of the Independent Contractor.
The Independent Contractor shall promptly and fully disclose to the Company, in confidence, (i) all Proprietary Information thatthe Independent Contract creates, conceives or reduces to practice in writing either alone or in conjunction with others duringthe term of this Agreement, and (ii) all patents applications and copyright registrations filed by the Independent Contractorwithin 3 after the termination of this Agreement, including, but not limited to materials and methodologies involved.
There is nothing contained within this Agreement that shall be construed to preclude the Company from exercising any and allof its rights and privileges as sole and exclusive owner of all of the Proprietary Information owned by or assigned to theCompany under the provisions of this Agreement. The Company, in exercising such rights and privileges with respect to anyparticular item of Proprietary Information, may decide not to file any patent application or copyright registration on saidProprietary Information, may decide to maintain said Proprietary Information as secret and confidential, or may decide toabandon said Proprietary Information, or dedicate it to the public. The Independent Contractor shall have no authority toexercise any rights or privileges with respect to the Proprietary Information herein contained within this Agreement that isowned by or assigned to the Company.
Non-Solicitation Clause
The Independent Contractor shall not, throughout the duration of this Agreement and for a period of immediately following thetermination of this Agreement, either directly or indirectly, call on, solicit, take away or attempt to do any of the such that whichpertains to any of the customers or clients of the Company on whom the Independent Contractor called, contacted or mayhave become acquainted with during the fulfillment of the terms of this Agreement, either for his/her own benefit or for thebenefit of any other individual, firm, corporation or organization.
Non-Compete Clause
The Independent Contractor herein agrees not to participate in any activity or action that may be deemed of a competitivenature with any activity of the Company during the course of their relationship and for a period of 3 after the termination of thisAgreement. Therefore, for the purpose of this paragraph, competitive activity thus encompasses forming and/or making plansto form a business entity that may be seen as being competitive with any business of the Company.
Non-Recruit Clause
The Independent Contractor shall not throughout the duration of this Agreement and for a period of 3 immediately followingthe termination of this Agreement, either directly or indirectly, recruit any of the Company's employees, customers, clients ormanagement for the purpose of any outside business.
During and after the Contractor's contract period with the Company, in the State of , and for a period of following terminationof employment, however caused, the Contractor, or his/her Subcontractors, shall not seek or gain employment with any newlyformed business (business formed after termination of this Agreement) that is in competition with the Company, itssubsidiaries or affiliates within described as or within a mile radius of the Company and the aforementioned business location.
Non-Partnership or Ownership Clause
Neither the Independent Contractor nor any of his/her representatives, agents or principals shall become or be considered anowner, partner, joint venture with or agent of the Company or any of its subsidiaries, affiliates or related companies or businesses by reason of this Agreement or their relationship with the Company unless otherwise declared or stipulated in aseparate written agreement that has be signed and dated by all parties. Neither the Company, Independent Contractor norany representative, agent, principal, officer or anyone who may be retained by the Independent Contractor shall have any authority to bind the other in any respect unless otherwise set forth in a separate written agreement which has been signedand dated by all parties.
Business Opportunity
Throughout the duration of the terms of this Agreement, should the Independent contractor become aware of any venture,project, business, investment or other opportunity, collectively known as an "Opportunity," that is similar to, competitive with,in the same field as, or related to the Company, or any aspect which may be related to any project, investment, business orventure of the Company, then the Independent Contractor shall notify the Company immediately in writing of any suchOpportunity and shall use the Independent Contractor's good-faith efforts to cause the Company to have the opportunity toexplore, invest in, participate in, or otherwise become affiliated with said Opportunity.
MARKETING, ADVERTISING AND PROMOTIONAL MATERIAL
The Independent Contractor shall, at no time, promote or advertise, including such things as conducting marketing surveys,mass marketing, direct mailing programs or use of the internet in such advertising or promotional capacity, any theCompany's services and/or products without first obtaining the Company's prior written authorization or consent. TheIndependent Contractor shall only make use of promotional and informational materials, including, but not limited to, Policy applications, marketing materials, training materials and other Company forms, which have been supplied to the IndependentContractor by the Company or that which has been approved in writing by an authorized agent, representative or official of theCompany, collectively known as the "Materials." The Independent Contractor shall use the Materials in compliance and inaccordance with the entire Company's Advertising Guidelines then currently in effect. Any such Materials made available tothe Independent Contractor and approved by the Company shall in no way be reproduced, modified or altered in any respector manner without first obtaining prior written approval. Any materials created by the Independent Contractor and approved bythe Company shall not be modified or altered without the Company's prior written authorization or consent. The IndependentContractor herein allocates and agrees to allocate to the Company the complete and full copyright in any and all materialscreated or that may be created by the Independent Contractor throughout the course of this Agreement, and as such, theIndependent Contractor agrees to promptly execute any such document(s), if any, that the Company may request and/orrequire to confirm the allocation of the copyright or to expedite the registration of the copyright in the Materials anywherenecessary. The Company reserves the right to request from the Independent Contractor, at any time, samples of anyMaterials which the Independent Contractor may be using to verify compliance with the terms and conditions of thisparagraph, and furthermore, the Independent Contractor agrees to provide such samples to the Company within 1 days of theCompany's written request.
USAGE OF COMPANY TRADEMARK OR LOGO
Any and all allowable use by the Independent Contractor of Company Trademarks and/or Logo shall inure to the Company'sbenefit, under the Company's control, and may be terminated by the Company at will without notice and for any reason. TheIndependent Contractor agrees that s/he shall not challenge, directly or indirectly, the validity of the Company's Trademark orLogo or the Company's ownership of said Trademark and/or Logo. The Independent Contractor shall not make use of theCompany Trademark and/or Logo on any internet website and, furthermore, shall not register or use any domain names,meta tags, search engine keywords, hidden texts or URLs that may include any of the Company Trademark and/or Logowithout first obtaining the Company's prior written approval.
RETURN OF COMPANY PROPERTY
Upon the termination of this Agreement, or as per the request of either party, each party shall promptly and immediatelydeliver to the other party any and all property in its possession or under its care and control belonging to the other party,including but not limited to, proprietary information, customer names and lists, trade secrets, intellectual property, computers,equipment, pass keys, company identification, tools, documents, plans, recordings, software, and all related records and/oraccounting/financial information.
EXPENSES
Both the Independent Contractor and the Company agree to maintain separate financial accounts with regards to allexpenses related to performing the Scope of Work. The Independent Contractor shall be solely responsible for payment of allhis/her out of pocket expenses incurred pursuant to this Agreement unless otherwise provided in writing by the Company.The Independent Contractor agrees to execute and deliver any agreements and documents prepared by the Company and todo all other lawful acts required to establish, document and protect such rights.
WORK PRODUCT – WORK FOR HIRE
The Independent Contractor herein acknowledges and agrees that all work of authorship performed for the Company shall besubject to the Company's direction and control and that such work constitute Work for Hire Work Product pursuant to UnitedStates Code Title 17 – Chapter 2 – Sections 201 & 202 Ownership of Copyright & Material.
Any and all property and/or work created, developed, invented, devised, conceived or discovered by the Independent Contractor shall be subject to current copyright and/or other protections and are explicitly considered by the Independent Contractor and the Company to be "works made for hire" work product and thus shall be considered the sole property of the Company.
The Company, hereinafter, shall be considered the Author of Program pursuant to the U.S. Copyright laws. Any and all worksfor hire shall be the sole exclusive property of the Company. Furthermore, consistent with the Independent Contractor'srecognition of the Company's sole and complete ownership rights in the materials, the Independent Contract agrees to notmake use of said proprietary information or any part thereof for the benefit of any party other than the Company.
OWNERSHIP OF SOCIAL MEDIA
The Company has sole ownership over any social medial contacts, acquired before and/or throughout the IndependentContractor's term of service, including, but not limited to "followers" or "friends" which may be or have been acquired throughsuch accounts as email addresses, blogs, Twitter, Facebook, YouTube or any other social media network that has been usedor created on behalf of the Company.
ASSIGNMENT
The Company shall own, as its sole and full exclusive property, and the Independent Contractor agrees to allocate, transferand/or convey to its authorized nominees all of the right, title and interest in and to any and all said "ideas" that are generallyrelated to the Company's business, including, but not limited to, any inventions, processes, improvements, ideas, copyrights,patents, trademarks, works of art, formulas, manufacturing technology, developments, designs, documents, writings,discoveries, and trade secrets that the Independent Contractor may create, conceive, or reduce to practice, whether solely orjointly with others, copyrightable, patentable or unpatentable, from the date of this Agreement for the actual first date of employment with the Company, whichever comes first, until the termination of the Independent Contractor's employment. The Independent Contractor shall not be required to assign or allocate any invention where there was no use of Company equipment, supplies, facilities or trade secret information and of which was developed entirely on the IndependentContractor's own time, and is in no way related to the Company's business or to the Company's actual provable andanticipated research or development or; that does not result from work performed for the Company.
The Independent Contractor herein allocates to the Company all releases and discharges the Company, any affiliates of the Company and their respective officers, representatives, directors and employees, from and against any and all claims,demands, liabilities, costs and expenses of the Independent Contractor arising out of, or relating to, any ProprietaryInformation.
EXECUTION
During and throughout the course of employment by the Company, and upon the request of and without any compensationother than that which is herein contained and provided, but at no expense to the Independent Contractor, the Independent Contractor shall execute any documents and take action which the Company may deem necessary or appropriate to ensurethe implementation of all the provisions of this Agreement, including without limitation, assisting the Company in obtainingand/or maintaining any patents, copyrights or similar rights to any Proprietary Information assigned and allocated to theCompany.
The Independent Contractor further agrees that the obligations and undertakings herein stated within this section shallcontinue beyond termination of employment for any reason by the Company; however, should the Independent Contractor becalled upon for any such assistance after termination of employment, then the Independent Contractor shall be entitled to fairand reasonable payment in addition to reimbursement of any expenses which may have been incurred at the request of theCompany.
SUSPEND OR ALTER WORK
The Company reserves the right to inspect, stop and/or alter the work of the Independent Contractor to assure its conformitywith this Agreement and the Company's needs.
At any time, the Company may, without cause, order the Independent Contractor, by way providing 2 days prior written notice,to suspend, delay or interrupt work or services pursuant to this Agreement, in whole or in part, for such periods of time as theCompany, at its sole discretion, may deem fit or necessary. Any such suspension shall be affected by the delivery of a written notice to the Client of said suspension specifying the extent to which the performance of the work or services under this Agreement is suspended, and the date upon which the suspension becomes effective, which shall be no less than seven (7)calendar days from the date of the notice of suspension is delivered. The suspension of work and/or services shall be treatedas an excusable delay.
TERM AND TERMINATION OF AGREEMENT
This Agreement shall be terminated at the conclusion of the Scope of Work or on . It may be terminated prior to the completion or achievement of the Scope of Work for reasonable cause by either party. Such termination shall not prejudice any other remedy to which the terminating party may be afforded or entitled, either by law, in equity or in accordance with theterms and conditions contained within this Agreement.
TERMINATION OF AGREEMENT FOR CAUSE
If at any time the Company believes that the Independent Contractor may not be adequately performing their obligationsunder this Agreement or may be likely to fail to complete their work/services on time as required by this Agreement, then the Company may request from the Independent Contractor written assurances of performance and a written plan to correctobserved deficiencies in the Independent Contractor's performance. Any failure to provide such written assurancesconstitutes grounds to declare a default under this Agreement.
The Independent Contractor, at such time, shall be deemed to be in default of this Agreement and the Company may, inaddition to any other legal or equitable remedies available to the Company, terminate the Independent Contractor's right toproceed under this Agreement, for cause, should the Independent Contractor commit a breach of this Agreement and not curesaid breach within ten (10) business days of the date of notice from the Company demanding such cure; or if such failure iscurable but not within the ten (10) day period required, within such period of time as is reasonably necessary to accomplish such cure. In addition, in order for the Independent Contractor to avail itself of this time period in excess of ten (10) business days from the date of the notice, the Independent Contractor must provide the Company a written plan acceptable to and bythe Company to cure said breach, and then diligently commence and continue such cure in accordance to the written plan provided.
In the event a termination for cause is determined to have been made wrongfully or without cause, then the termination shallbe treated as a Termination for Convenience, and the Independent Contractor shall have no greater rights than it would havehad if a termination for convenience had been effected in the first instance. No other loss, cost, damage, expense or liabilitymay be claimed, requested or recovered.
TERMINATION FOR CONVENIENCE
The Company may terminate performance of the Independent Contractor's work and/or services under the Agreementpursuant to this paragraph in whole, or in part, whenever the Company shall determine that termination is in their bestinterest. Termination shall be effected by delivery of a written notice to the Independent Contractor of termination specifyingthe extent to which performance of the work and/or services under this Agreement is terminated, and the date upon whichtermination shall become effective, which shall be no less than twenty-one (21) business days from the date the notice oftermination is delivered. The Independent Contractor shall then be entitled to recover any costs expended up to that point plusa reasonable profit, but not other loss, damage, expense or liability may be claimed, requested or recovered.
Except as provided in this Agreement, in no event shall the Company be liable for any costs incurred by or on behalf of theIndependent Contractor after the effective date of the notice of termination. The termination pursuant to the provisionscontained within this paragraph shall not be construed as a waiver of any right or remedy otherwise available to the Company.
PATENT APPLICATIONS
The Company herein agrees to cover and pay for any and all expenses related to the preparation, execution and prosecutionof any patent applications made in the United States of America and all foreign countries wherein the Company may desire toobtain patents.
The Company herein agrees to compensate and pay to the Independent Contractor a reasonable cash award or bonus uponthe successful execution by the Independent Contractor of the application filed with the United States Letters Patent for suchinvention or improvement and issuance of a patent on said application, together with an assignment thereof to the Company.
Excluded from this Agreement are any inventions and/or improvements which are related to the Company business that weremade by the Independent Contractor prior to commencement of employment by the Company as follows:
i. embodied in the United States Letters Patent or any application for a United States Letters Patent that has been filedprior to commencement of this employment; or
ii. in the possession of a former company who has applied and who now owns the invention; or
iii. as set forth in an attachment hereto.
PROFESSIONAL CONDUCT
The Independent Contractor shall be required to treat all Company employees, customers, clients, business associates andpartners and other affiliates with complete respect and responsibility. The Independent Contractor shall be required to comply with all laws, governing their profession, licensing requirements and other laws or regulations that will permit them tocomplete the Scope of Work.
LICENSING AND WORKERS' COMPENSATION COVERAGE
The Independent Contractor herein agrees to promptly provide to the Company proof of the necessary licensing status thatmay be required to perform the Scope of Work in accordance with the terms and conditions of this Agreement and Workers'Compensation Coverage where required by law.
INDEPENDENT CONTRACTOR EMPLOYEES
All persons which have been hired by the Independent Contractor to assist in the performance of the duties, tasks andresponsibilities that are necessary to complete the Scope of Work, shall be considered the employees of the Independent Contractor, unless otherwise specifically noted in an agreement signed by all parties.
NOTICES
Any and all notices, which may be required hereunder by any party to the other party, shall be executed by either personaldelivery in writing, or by mail, registered or certified, postage pre-paid with a return receipt requested. Mailed notices must beaddressed to the parties at the addresses herein contained in this Agreement. However, each party may change theiraddress, thus requiring written notice of such change of address in accordance with this section. Any hand delivered noticeshall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated after five (5) days ofmailing. The Independent Contractor herein agrees to keep the Company informed of any change of business and/or mailingaddresses, as well as telephone, facsimile, email, pager number or any other relevant means of contact and communication.
LEGAL FEES
Should any party initiate litigation, arbitration, mediation or any other legal proceeding ("Proceeding") against another party toenforce, interpret or otherwise seek to obtain legal or judicial relief in connection with this Agreement, the prevailing party insaid proceeding shall be entitled to recover from the unsuccessful party any and all legal fees, cost, expenses, attorney's feesand any other cost or expense and fees arising from (a) such proceeding, whether or not such proceeding progresses tojudgment, and (b) any post-judgment or post-award proceeding, including without limitation, one to enforce any judgment oraward resulting from any such Proceeding. Any such judgment or award shall contain a specific provision for the recovery ofall such attorney's fees, costs, and expenses, as well as specific provisions for the recovery of all such subsequently incurredcosts, expenses and actual attorney's fees.
MEDIATION AND ARBITRATION
In the event that a controversy should arise between the parties to this Agreement which would involve the construction orapplication of any of the terms, provisions or conditions of this Agreement, a written request of either party served on theother, shall be submitted first to mediation and if the issue cannot be resolved, it shall then proceed to binding arbitration.Mediation or binding arbitration proceeding shall comply with and be governed by the provisions of the American ArbitrationAssociation for Commercial Disputes, unless said Parties stipulate otherwise, or in such proportions as the arbitrator shalldecide.
INJUNCTIVE RELIEF
The Independent Contractor herein acknowledges (1) the unique nature of the protections and provisions established andcontained within this Agreement, (2) that the Company shall suffer irreparable harm if the Independent Contractor shouldbreach any of said protections or provisions, and (3) that monetary damages would be inadequate to compensate theCompany for said breach. Therefore, should the independent Contractor cause a breach of any of the provisions containedwithin this Agreement, and then the Company shall be entitled to injunctive relief, in addition to any other remedies at law orequity, to enforce such provisions.
INDEMNIFICATION
The Independent Contractor shall defend, indemnify, hold harmless, and insure the Company from any and all potentialdamages, expenses or liabilities which may result from or arise out of any negligence or misconduct on part of the Independent Contractor, or from any breach or default of this Agreement which may be caused or occasioned by the acts ofthe Independent Contractor. The Independent Contractor shall also insure that all of its employees and affiliates take allactions necessary to comply with all herein contained terms and conditions established and set forth in this Agreement.
ENTIRE AGREEMENT
This Agreement shall be considered a separate and an independent document of which it shall supersede any and all otherAgreements, either oral or written, between the parties hereto, except for any separately signed Confidentiality, Trade Secret,Non-Compete or Non-Disclosure Agreements to the extent that these terms are not in conflict with those set forth herein.
REPRESENTATION
All parties to this Agreement herein acknowledges that no representation, inducements, promises or other agreements, orallyor otherwise, have been made by any party hereto, or by anyone action on behalf of any party hereto, which are not includedherein, and that no other agreement, statement or promise not contained within this Agreement shall be valid or binding. Anyalteration or modification of this Agreement shall be effective only when done so in writing, signed and dated by all partieshereto.
SEVERABILITY
Should any term, condition, or provision of this Agreement be deemed or held to be invalid or unenforceable for any reason,those remaining terms, conditions and provisions shall remain valid and enforceable. Should a court of law determine that anyterm, condition or provision of this Agreement is invalid or unenforceable, but that by limiting such term, condition or provisionit would become valid and enforceable, then such term, condition and/or provision shall be deemed to be written, construedand enforced as so limited.
CONTINUING EFFECTS
The Independent Contractor's obligations with regards to all trade secrets and confidential information, shall continue to be ineffect beyond the scope of the relationship as aforementioned, and said obligations shall continue to be binding upon not onlythe Independent Contractor, but the spouse, affiliates, assigns, heirs, executors, administrators and/or other legalrepresentatives as well.
NON-FILING COPYRIGHTS OR FOREIGN PATENTS
The Independent Contractor herein agrees that the Company's rights granted hereunder shall include the right not to file forcopyrights, domestic or foreign patents when such is considered by the Company at its sole discretion appropriate for thebusiness objectives of the Company.
COUNTERPARTS
This Agreement, at the discretion of the parties herein, may be executed in counterparts, each of which shall be deemed anoriginal and all of which together shall constitute a single integrated document.
SEVERABILITY
In the event that any provision, clause, sentence, section or other part of the Contract is held to be invalid, illegal,inapplicable, unconstitutional, contrary to public policy, void or unenforceable in law to any person or circumstance, thebalance of the Agreement shall nevertheless remain in full force and effect so long as the Purpose of the Agreement is notaffected in any manner adverse to either party.
MODIFICATIONS
All parties have the option to modify this Agreement, and as such may be modified in writing and executed by the party to thisAgreement against whom such modification is sought.
WAIVER
If either party fails to enforce any provision contained within this Agreement, it shall not be construed as a waiver or limitationof that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
DRAFTING AMBIGUITIES
All parties to this Agreement have reviewed and had the opportunity to revise this Agreement, have had the opportunity tohave legal counsel review and or revise this Agreement. The rule of construction that ambiguities are to be resolved againstthe drafting party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to thisAgreement.
JURISDICTION AND VENUE
This Agreement is to be construed pursuant to the current laws of the State of Kentucky. Jurisdiction and venue for any claimarising out of this Agreement shall be made in the State of Kentucky, in the County of Spencer.
COPIES
Both the Independent Contractor and the Company hereby acknowledges that they have received a signed copy of thisAgreement.
THE UNDERSIGNED HAVE READ, UNDERSTAND and ACCEPT THIS AGREEMENT, and by signing this Agreement, allparties agree to all of the aforementioned terms, conditions and policies.