INDEPENDENT CONTRACTOR AGREEMENT
Between Galson Group, LLC dba Galson Research ("Client") and {name} ("Contractor") on {typeA46}
1. Parties
Client: Galson Group, LLC dba Galson Research
Address: 3700 O’Donnell Street, Suite 200, Baltimore, MD 21224
Email: hello@galson.com
Contractor: {businessName31}
Address: {address}
Email: {email}
2. Services
Contractor agrees to provide subject matter expertise, marketing and research contributions to Client and Client’s customers.
3. Referral Program
• Contractor will receive a unique referral code for Client’s Galson Research Lab offering.
• Contractor earns 20% of the total contract value for customers who engage Client using this code.
• Client reserves the right to determine the validity of referrals.
4. Referral Payment Terms
• Payments for services will be delivered within 10 business days of submission of the referral form.
• Contractor will be paid via check unless otherwise requested.
• Client will issue a Form 1099-NEC to Contractor for all compensation, including services and referral commissions.
5. Tax Responsibilities
Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, on payments received under this Agreement. Client will not withhold taxes or make tax payments on Contractor’s behalf.
6. Marketing and Thought Leadership Contributions
Contractor agrees to regularly contribute to the marketing of Galson Research and associated brands by:
• Providing thought leadership content.
• Submitting guest blog posts, articles, or video content at minimum quarterly.
• Participating in podcast appearances on behalf of Galson Research as requested.
• Participating in product development as requested.
• Attendance at quarterly feedback events, with a minimum of 45 days notice.
7. Independent Contractor Status
Contractor is an independent business. Neither Contractor nor its personnel are Client’s employees.
• Contractor may perform services for others during this Agreement.
• Contractor retains sole control over the means, manner, and method of service delivery.
• Services are outside Client’s usual business operations.
• Contractor may perform services at any location and hire assistants/subcontractors.
• No training will be provided by Client.
• Contractor is not required to work full-time for Client.
8. Insurance Requirements
• Contractor must maintain errors and omissions insurance with minimum limits of $250,000 per occurrence / $1,000,000 annual aggregate.
• Proof of insurance must be provided before commencing work (Galson Expert Network)
9. Term and Termination
• Term: Effective upon signing until termination.
• Termination: Either party may terminate:
• Without cause: With 10 business days’ written notice.
• With cause: Immediately for material breach (e.g., failure to maintain availability or provide notice under Section 6).
• Client will pay for services rendered within 10 business days if terminated.
10. Dispute Resolution
All disputes must be resolved through binding arbitration in Maryland under the American Arbitration Association’s rules.
11. Governing Law
This Agreement is governed by Maryland law. Jurisdiction for disputes resides in Baltimore City County, MD.
12. Confidentiality
Contractor agrees not to disclose Client’s proprietary information (e.g., business strategies, customer data) without permission. Return all materials upon termination.
13. Notice of Immunity
Under the Defend Trade Secrets Act, Contractor may disclose trade secrets to report legal violations or in court proceedings under seal.
14. Assignment
Contractor may not assign or subcontract obligations without Client’s prior written consent.
15. General Provisions
• Entire Agreement: This document supersedes prior agreements.
• Modifications require written consent.
• Notices must be sent to the addresses above via mail or email (with confirmation).
16. Severability Clause
Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid.
17. Indemnification Clause
The Contractor agrees to indemnify, defend, and hold harmless the Client, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or demands (including reasonable attorneys' fees and court costs) arising out of or related to:
• The Contractor's breach of any representation, warranty, or obligation under this Agreement;
• The Contractor's negligence, willful misconduct, or failure to comply with applicable laws, regulations, or industry standards;
• Any third-party claims alleging infringement of intellectual property rights resulting from the Contractor's work product or services provided under this Agreement.
The Client agrees to promptly notify the Contractor in writing of any such claim or demand. The Contractor shall have the right to assume the exclusive defense and control of any matter subject to indemnification under this clause, provided that the Client may participate in the defense at its own expense. The Client agrees to cooperate fully with the Contractor in the defense of any such claim.
This indemnification obligation shall survive the termination or expiration of this Agreement.