Click This independent contractor agreement (the “Agreement”) is made and entered into as of _____________ (the “Date”) mentioned above between ____365 Staff_____ (the “Company”), a Virginia, Professional Services Company, and ______________________________, (Full Name) who will be performing contractor labor for the 365 Staff, (the “Contractor”) (collectively, the “Parties”).The Company requests the Contractor to perform services for it and may request the Contractor to perform other services in the future; andThe Parties therefore agree as follows:
1.0.Term and Termination.
1.1. This Agreement takes effect immediately as of the Effective Date, and remains in full force until the Contractor is terminated or Quits.
1.2. Either Party may terminate this Agreement for cause by providing the other Party written notice if the other Party: (i) is in material breach of this Agreement and has failed to cure such breach within five (5) days after its receipt of written notice of such breach provided by the non-breaching Party; (ii) engages in any unlawful business practice related to that Party's performance under the Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property.
2.1. During the Term, the Company may engage the Contractor to provide the following services as needed (Late-Night Security Services), or other such services as mutually agreed upon in writing by the Parties (email is acceptable):
2.2. The Contractor shall provide the necessary equipment to perform the Services.
2.3. The Contractor shall notify the Company of any change(s) to the Contractor’s schedule that could adversely affect the availability of the Contractor, whether known or unknown at the time of this Agreement, no later than [__1 year___] prior to such change(s). If the Contractor becomes aware of such change(s) within the [_1 year___] period, the Contractor shall promptly notify the Company of such change(s) within a reasonable amount of time.
2.4. The Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.
3.0.Independent Contractor Status.
3.1. The Parties intend that the Contractor and any Contractor Personnel be engaged as independent contractors of Company. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
3.2. The Contractor will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company.
4.1 Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving Party reasonably should know is confidential (“Confidential Information”) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature.
4.2 Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publically available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.
5.0 Miscellaneous Provisions.
5.1. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
5.2. This Agreement is be governed by and construed in accordance with the laws of the State of Kentucky without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Kentucky. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF Virginia to edit this text...