Independent Contractor hereby agrees to perform stenographic CART/Real-Time Captioning for Customers and Participants requiring such services, using their best judgment in order to achieve results that meet expectations and standards provided herein, and DSU agrees to pay for such services, and to perform such other obligations which enable the effective delivery of services, all as hereinafter provided. A Technical Description for specific assignments may be offered as an Addendum (i.e., customer-specific, or specialized service) to this original Agreement as appropriate.
Services Provided by IC; Manner of Performance
a. IC will provide professional services in the form of stenographic CART/Real-Time Captioning or other communication access services and will perform all work according to the highest professional standards and to the reasonable satisfaction of DSU. This includes complete and thorough performance of each confirmed assignment in accordance with the Code of Professional Ethics of the National Court Reporters Association, which includes but is not limited to prompt arrival, professional appearance and delivery of service, adhering to confidentiality, impartiality, and discretionary requirements and adhering to all state and Federal laws. Upon receiving requests for work IC agrees to promptly and immediately respond to the DSU Interpreter Coordinator to accept or decline the request for services. IC shall supply, at his or her sole expense, all equipment in good working order, tools, platform subscriptions, materials and/or supplies to provide CART/Real-Time Captioning. Voice or A-I CART/Captioning services will not be substituted without a mutually agreed upon term, in writing, in advance of the assignment.
b. If providing remote services, IC will be connected remotely at least 10 minutes prior to each job and remain on assignment for the entire length of scheduled time or until released by both the client and DSU’s Coordination Department. IC will also notify the DSU Coordination Department if there are any time changes in the services provided, if IC arrived late or if the assignment continues beyond the scheduled time no later than 12 hours beyond the end of the assignment time. If DSU is not informed within the time period, payment for the time beyond the originally scheduled time will not be made.
c. IC will contact DSU’s afterhours emergency number for any technical issues that interferes with the ability to perform CART/Real-Time Captioning service, occurring AFTER regular business hours. Any technical difficulties during regular business hours, the IC should contact the DSU office.
d. IC will identify speaker by name or title as much as possible in text. If IC is unsure who is speaking, two chevrons will be used to indicate speaker change.
e. IC will submit the roughly edited captioned file which has spell-check and includes no untranslates to coordinators@deafservicesunlimited.com, within 24 hours of the assignment.
f. Should IC fail to complete an accepted request for services, other than for reasons beyond the control of IC, IC shall be required to pay to DSU a $100.00 per assignment/per day, rescheduling fee. This fee may be deducted from a current payment in process or be billed directly to the IC.
g. Any future assignments resulting from services that were provided on behalf of DSU shall be referred back to DSU for coordination.
h. As a sub-contractor for DSU, the IC will comply with all Federal, state and local ordinances in the provision of services. As an IC, you agree to be in compliance with Federal and state laws and regulations, including the provisions of the standard Business Associates provisions of HIPAA and the handling of confidential and/or Protected Health Information (PHI). In the event the delivery of your service would violate any of these laws or regulations that you will immediately notify DSU and either decline from accepting an interpreting assignment or request a replacement as soon as it is known that you would be in violation of any such law.
i. DSU hereby engages IC to perform certain assignments on an as-needed basis, upon the terms and
subject to the conditions set forth herein. IC understands that this appointment is non-exclusive and that DSU may appoint other contractors, agents and/or vendors and may also use its own employees to complete such tasks. DSU is not required to provide IC with a minimum or maximum number of assignments or hours of work.
Duties of DSU
Coordination of CART/Real-Time Captioning services will be provided by DSU with complete information on the date and time, location, parties involved, service delivery method, platform/login, type of setting, nature of assignment and any other specific details relative to the assignment, being provided to the IC. DSU will further provide to the IC any and all information, preparation materials, agenda, syllabi, course materials, texts, or any other matter related to the assignment provided to DSU by the Customer.
Payment for Services; Billings
DSU shall pay the IC the negotiated dollars per hour for all work performed under this Agreement unless otherwise specified under any addendums for client-specific or service-specific assignments. Services will be billed in 15-minute increments for services. In the event individual contracts dictate travel for onsite services, DSU will inform IC of the exception prior to confirming the assignment. Payments to IC under this Agreement will not be subject to State sales tax, nor will any payments to IC under this Agreement be subject to State or Federal tax withholding, FICA contributions or unemployment taxes, as IC is not an employee of DSU. The Parties agree and acknowledge that payments to IC under this Agreement will be reported on an annual 1099 MISC form, as applicable, and that taxes on all payments made to IC will be the sole responsibility of IC. IC agrees to provide DSU with a completed W-9 upon the execution of this Agreement.
All payments will be made pursuant to billings by the IC to DSU through DSU’s online Scheduling Portal. All billings shall be submitted through this system to DSU no later than every Monday by 12PM noon CST, for the previous week’s assignments (Monday through Sunday). IC will be paid by DSU within fifteen (15) days following receipt of the billing. For billings not submitted within the guidelines outlined immediately above, DSU will process payment, not to exceed thirty (30) days after submission. If billings are not submitted within thirty (30) days beyond the date of services were provided, the IC forfeits billing and receiving payment by DSU or any other entity for those services.
Reimbursement of Expenses
DSU will not be liable to the IC for any expenses he or she pays or incurs unless otherwise mutually agreed to in writing and in advance. Any travel, meals, lodging, parking and incidentals will be the sole responsibility of the IC unless mutually agreed upon in advance.
Cancellation of Services
DSU shall compensate IC for any cancellations made by Customers of DSU within twenty-four (24) hours for Remote CART and forty-eight (48) hours for On-Site CART, of the designated starting time for the services, unless the cancellation was made due to weather or other acts of God.
a. In the event the IC is confirmed for an assignment and the DSU Coordination Department cancels
within 1 hour of the confirmation, DSU is not obligated to pay for those services which were confirmed.
b. If a Customer of DSU cancels an assignment more than within twenty-four (24) hours for Remote CART and forty-eight (48) hours for On-Site CART, in advance of the designated starting time for such services, then said services are cancelled at no cost to the Customer, and the IC shall not be paid for such services.
c. DSU will promptly notify IC of any cancellation of coordinated jobs; in that regard, notification shall mean any personal notification of IC or leaving a message for IC with any person in the household or business of IC, or on any voice mail, or through text or e-mail. IC shall be responsible for providing DSU with one or more of the foregoing methods of delivering notification to the IC.
Status of Parties
It is agreed that the IC’s status under this Agreement is that of an Independent Contractor, and not that of an agent or employee. IC warrants and represents that he or she will comply with all Federal, State and local laws regarding business permits, certifications and licenses that may be required for IC to perform the work as set forth in this Agreement. As an independent contractor, IC agrees that he or she is responsible for any and all Federal, State and local payroll taxes, workers compensation insurance and coverage, unemployment or other insurance, employee benefits, fringe benefits, Social Security taxes, or other retirement benefits, or any other benefits or obligations due and payable to an employee under any Federal, State or local laws, or business practices. IC is further responsible for providing a copy of his or her certification/s held by the National Court Reporters Association, and a copy of state licensure if applicable, to DSU prior to the start of delivery of services, if applicable. IC has no authority to negotiate, represent, inquire, or enter into contracts or agreements on behalf of DSU. No action on the part of the IC shall interfere with contractual negotiations/terms/agreements or bind DSU to any agreement or obligation. Nothing contained in this Agreement shall be construed as creating a partnership between the parties.
Insurance and Indemnification
As an independent contractor, IC shall maintain any and all insurance of the types and in the amounts typically maintained by businesses of the same type ($1,000,000 per incident/occurrence and $3,000,000 aggregate) as the IC, including, but not limited to, professional liability insurance, comprehensive general liability insurance, workers compensation insurance, and any other insurance reasonably necessary to insure against the liabilities incurred by the IC due to the nature of his or her business. Such insurance company shall be reasonably satisfactory to DSU, and DSU may request, from time to time, proof of coverage as a prerequisite to the delivery of services by IC under the terms of this Agreement. The IC agrees to indemnify and hold harmless DSU, its successors and assigns, as well as officers, agents and representatives, from and against any and all loss, damage, cost, or expense, including attorney’s fees, by reason of any act or omission of the IC in the performance of its services for DSU.
Background Check
IC acknowledges and agrees to provide information for DSU to conduct background checks as required by various clients. In the event there is a conviction of a misdemeanor or felony, the IC is required to report it to DSU immediately.
Confidentiality & Proprietary Information
IC acknowledges and agrees that IC has had, or will have, in the course of his or her contractual relationship with DSU, access to confidential business information or proprietary products or information of DSU, including, but not limited to, customer lists, functions, salaries and benefits including independent contractor contract agreements and remuneration e.g. rates or the like, business processes, systems, procedures, methods and plans, software development, pricing information, and studies of future or prospective businesses and financial information (hereinafter collectively referred to as “Proprietary Information”). IC further acknowledges that the Proprietary Information represents a valuable asset of DSU and is necessary to the ability of DSU to conduct its business and compete with its competitors. In that regard, IC agrees that:
a. during the term of this Agreement, and at all times thereafter, IC will hold all and each portion of the Proprietary Information in the strictest confidence, and not disclose, communicate or divulge the same to, or use the same for the direct or indirect benefit of any person or entity except as required in the performance of IC’s duties under the terms of this Agreement;
b. upon termination of this Agreement for any reason whatsoever, IC will immediately return to DSU all documents or other tangible records, all computer programs or data stored in any electronic media, and any and all copies thereof, within the possession, custody or control of IC, containing proprietary information or any portion thereof; and
c. at any time, upon request of DSU, IC will execute documents conveying all rights to DSU of any Proprietary Information created or invented by IC resulting from his or her contractual relationship with DSU.
Covenants of IC
IC further covenants and agrees that, in consideration of this Agreement, and the compensation to be provided by DSU to IC, during the term of this Agreement and for a period of one (1) year following termination of this Agreement, with or without cause, IC shall not, directly or indirectly, on the personal behalf of IC, or as an agent, contractor, consultant, officer, director, investor or owner of any person or entity, engage in any of the following activities:
a. solicit or accept an assignment or contract with any person or entity for which IC has performed services on behalf of DSU if such assignment or contract will displace or reduce the need of such person or entity for the services previously or currently being rendered by DSU;
b. solicit, or contact for the purpose of solicitation, any independent contractor or employee of DSU for the purpose of employing such independent contractor or employee, or for the purpose of persuading or inducing any such independent contractor or employee to terminate its or their contractual relationship with DSU for any reason; and
c. renegotiate any terms of engagement, or reschedule any services, or in any way attempt to change any terms of agreement with any person or entity for which IC is assigned to perform services on behalf of DSU, it being understood that any such request for change in terms or scheduling shall be referred directly to DSU office personnel for handling.
d. IC, in performance of services under this Agreement, is acting as an independent contractor, and will not be considered an employee of DSU for any purpose. It is not the Parties’ intent, and nothing herein shall be construed, to create between IC and DSU the relationship of employer/employee, partners or joint venturers. IC is engaged in an independent business separate and apart from DSU, and as such has the right to control the manner, method and means by which IC’s work is performed. DSU only has the right to control IC as to the identification of services and results desired.
e. IC understands and agrees that IC is not an employee and thus is not entitled to receive any of DSU’s employee benefits. DSU is not responsible for payment of workers’ compensation, disability or other similar benefits, unemployment, or other insurance, or for withholding income or other similar taxes or social security tax for IC, but such responsibility shall be solely that of IC. IC will obtain and maintain all permits and business licenses it needs to perform services under this Agreement, and it will be responsible for all payroll and other taxes and assessments for IC.
f. IC shall indemnify and hold DSU harmless from any and all claims, demands, judgments, damages, liabilities, costs and fees, including reasonable attorney fees, relating to or arising out of any claim or the defense of any claim that relates either to the performance by IC of IC’s services under this Agreement, or IC’s failure to comply with any of the terms of this Agreement and/or IC’s legal obligation.
Remedies
It is understood by IC and Agent of IC that in the event of a breach by IC and/or Agent of IC, of any of the terms and covenants contained in this Agreement, it would be difficult to determine the damages caused to DSU and its competitive position. Therefore, in the event of a breach or threatened breach by IC or Agent of IC, of any of the covenants contained in this Agreement, DSU shall be entitled to injunctive relief, without bond, to restrain IC and/or Agent of IC, from breaching or continuing to breach such covenants, which shall be in addition to any other relief or remedies to which DSU may be entitled under the laws of the State of Iowa. In the event of such breach or violation by IC or Agent of IC, DSU shall further be entitled to recover all reasonable attorney’s fees and costs incurred by DSU in enforcing the foregoing provisions.
Term of Agreement
This Agreement term shall begin on the date set forth above and shall remain in force until terminated. Either party may terminate this Agreement at any time by giving sixty (60) days’ written notice to the other. Notwithstanding a termination, the IC’s obligations to provide follow-up services and DSU’s obligation to compensate for such services shall remain in effect until such services are completed. DSU reserves the right to terminate this agreement at any time without notice or cause.
Notices
Any notice made in relationship to this Agreement will be deemed sufficient if made in writing and deposited in the US Mail, postage prepaid, registered or certified mail, addressed and delivered to the other Party at the address set forth in this Agreement.
Governing Law, Jurisdiction Disputes
This Agreement is made in and will be governed by and construed in accordance with the laws of the State of Iowa. Each Party irrevocably submits to the jurisdiction of any appropriate court within Des Moines, Iowa, for exclusive jurisdiction with respect to all matters relating to this Agreement.
Miscellaneous
This Agreement represents the entire agreement between the parties and may not be altered except by a written agreement signed by both parties and supersedes all prior understandings and agreements. This Agreement may not be assigned by the IC without DSU’s prior written permission. This Agreement is severable and if one part of the agreement is determined to be void or invalid, it shall not void or invalidate any other part of this Agreement. This Agreement shall be construed under the laws of the State of Iowa. Any action brought pursuant to this Agreement shall be brought in Polk County, Iowa and DSU will be entitled to recovery reasonable attorney’s fees for such action. Except as provide above for cancellation of services, any notice given in connection with this Agreement shall be given in writing and shall be delivered either by hand to the other party or by certified mail, return receipt requested, to the other party at the other party’s address stated below. Either party may change its or their address stated below by giving notice of the change in accordance with this paragraph.