1. Payment for Services. You will be paid commissions. Compensation, compensation tiers and/or overrides are discuss on a per campaign basis. A reserve may be held and will be adjusted periodically after all rejects and/or claw-backs. You will be responsible to pay for any lost/stolen devices personally and/or under your organization, and any other incurred cost.No other fees and/or expenses will be paid to the Contractor unless such fees and/or expenses have been approved in advance by the appropriate executive on behalf of the Recipient in writing. The Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other pay-roll type taxes applicable to such compensation.
2. Term/Termination and Convenant Not To Compete. This Agreement may be terminated by either party upon written notice to the other party.
A regular, ongoing relationship of indefinite term is not contemplated. The Recipient has no right to assign Services to the Contractor other than as specifically contemplated by this Agreement. However, the parties may mutually agree that the Contractor shall perform other services for the Recipient, pursuant to the terms of
this Agreement.
a. The Independent Contractor acknowledges that the Agent invested substantial time, expense and effort in obtaining and maintaining its relationship with its clients, representatives, and Independent Contractors. Accordingly, during the term of this agreement (1) you will not participate in any marketing program with any other marketing firm on behalf of any client of the Agent or (2) participate in any marketing program with any other marketing firm on behalf of a client that is a competitor of a client of the Agent.
b. Upon the termination of this Agreement for any reason whatsoever, and for a twelve (12) month period thereafter, the Independent Contractor agrees (1) not to call on solicit or otherwise contact any customers of the clients of the Agent or (2) not to solicit on behalf of clients competing with clients of the Agent in the county(ies) the Independent Contractor solicited on behalf of the Agent. Furthermore, the Independent Contractor agrees not to solicit any representative, Independent Contractor or employee to terminate their relationship with the Agent.
1. REMEDIES: The Independent Contractor recognizes that any breach of part 5 would cause irreparable harm to the Agent and that damages alone would not be adequate remedy. Therefore, the Agent shall be entitled to an injunction restraining to Independent Contractor for the commission of such breach. The Independent Contractor shall be responsible for the payment of all fees associated with such injunctive proceedings.
2. ENTIRE AGREEMENT This Agreement sets forth the entire agreement and understanding between the parties relating to the subject contained herein and merges prior understandings, agreements and discussions between them, and the parties shall not be bound by any representation, promise, condition, provision or agreement other than as expressly stated in this Agreement. Any claims brought against the Agent pursuant to this agreement shall be heard in Franklin County, Ohio without resort to a jury.
3. Relationship of Parties. It is understood by the parties that the Contractor is an independent contractor with respect to the Recipient and not an employee of the Recipient. The Recipient will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of
the Contractor.
It is contemplated that the relationship between the Contractor and the Recipient shall be a non-exclusive one. The Contractor also performs services for other organizations and/or individuals. The Recipient has no right to further inquire into the Contractor's other activities.
4. Recipient's Control. The Recipient has no right or power to control or otherwise interfere with the Contractor's mode of effecting performance under this Agreement. The Recipient's only concern is the result of the Contractor's work, and not the means of accomplishing it. Except in extraordinary circumstances and
when necessary, the Contractor shall perform the Services without direct supervision by the Recipient.
5. Professional Capacity. The Contractor is a professional who uses their own professional and business methods to perform Services. The Contractor has not and will not receive training from the Recipient regarding how to perform the Services.
6. Personal Services Not Required. The Contractor is not required to render the Services personally and may employ others to perform the Services on behalf of the Recipient without the Recipient's knowledge or consent. If the Contractor has assistants, it is the Contractor's responsibility to hire them and to provide
materials for them.
7. No Location On the Premises. The Contractor has no desk or other equipment either located at or furnished by the Recipient. Except to the extent that the Contractor works in a territory as defined by the Recipient, their Services are not integrated into the mainstream of the Recipient's business.
8. No Set Work Hours. The Contractor has no set hours of work. There is no requirement that the Contractor work full time or otherwise account for work hours.
9. Expenses Paid By Contractor. The Contractor's business and travel expenses are to be paid by the Contractor and not by the Recipient.
10. Ownership of Social Media Contacts. Any social media contacts, including "followers" or "friends," that are acquired through accounts (including, but not limited to email addresses, blogs, Twitter, Facebook, YouTube, or other social media networks) used or created on behalf of the Recipient are the property of the Recipient.
11. Confidentiality. The Contractor may have had access to proprietary, private and/or otherwise confidential information ("Confidential Information") of the Recipient. Confidential Information shall mean all non-public information that constitutes, relates, or refers to the operation of the business of the Recipient,
including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial, and statistical information of the Recipient, and any and all trade secrets, customer lists, or pricin information of the Recipient. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any
manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. The Contractor will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after
the termination of this Agreement. Upon termination of this Agreement, the Contractor will return to the Recipient all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Contractor during the term of this Agreement.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local
government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
12. Injuries. The Contractor acknowledges the Contractor's obligation to obtain appropriate insurance coverage for the benefit of the Contractor (and the Contractor's employees, if any). The Contractor waives any rights to recovery from the Recipient for any injuries that the Contractor (and/or the Contractors
employees) may sustain while performing the Services under this Agreement and that are a result of the negligence of the Contractor or the Contractor's employees. The Contractor will provide the Recipient with a certificate naming the Recipient as an additional insured party.
13. Indemnification. The Contractor agrees to indemnify and hold harmless the Recipient from all claims (including, without, claims arising from libel, slander or defamation), losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Recipient that result from the acts or omissions of the Contractor, the Contractor's employees, if any, and the
Contractor's agents.
14. Non-Disparagement. The Contractor agrees that during the term of this Agreement and at all times thereafter, the Contractor shall not, directly or indirectly, make or cause to be made any oral or written statements that disparage, defame, or otherwise harm the business reputation, integrity, or goodwill of the Recipient, its affiliates, officers, directors, employees, or agents. This includes but is not limited to any negative statements communicated to clients, vendors, the media, or on any public platform (including social media).
Notwithstanding the foregoing, nothing in this section shall prevent the Contractor from providing truthful information as required by law, regulation, or valid legal process.
15. No Right to Act as Agent. An "employer-employee" or "principal-agent" relationship is not created merely because (1) the Recipient has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the Agreement; or (2) the Recipient has or retains the right to
stop work done improperly. The Contractor has no right to act as an agent for the Recipient and has an obligation to notify any involved parties that it is not an agent of the Recipient.