INDEPENDENT CONTRACTOR AGREEMENT
Program/Organization: {programorganization}
I. The Parties. This Independent Contractor Agreement (“Agreement”) is made between:
Client: NOPI Inc. (DBA NOPI - Nonprofit Incubator) with a mailing address of 83 Morse Street, Suite 6, Norwood, MA 02062 (“Client”), and
Contractor: {employeecontractorName} (DBA: {contractorDba}) with a mailing address of {typeA} (“Contractor”).
WHEREAS the Client intends to pay the Contractor for Services provided, effective {startDate}, under the following terms and conditions:
II. The Services. The Contractor agrees to perform the following:
{briefJob}
Hereinafter known as the “Services”.
III. Payment. In consideration for the Services to be performed by the Contractor, the Client agrees to pay ${rate} {paySchedule}.
Hours per week: {hoursPer169}.
Completion shall be defined as the fulfillment of Services as described in Section II in accordance with industry standards and to the approval of the Client, not to be unreasonably withheld.
IV. Due Date. The Services provided by the Contractor {theServices} have a due date.
Due Date: {dueDate}.
V. Expenses. The Contractor shall be {theContractor}
{reimbursableExpenses}
Upon request by the Client, the Contractor may have to show any receipt(s) or proof of purchase for said Expense(s).
VI. Liability Insurance (Minimum ($) Amount). The Contractor agrees to bear all responsibility for the actions related to themselves and their employees or personnel under this Agreement. In addition, the Contractor agrees to obtain comprehensive liability insurance coverage in case of bodily or personal injury, property damage, contractual liability, and cross-liability (“Liability Insurance”) when appropriate and necessary.
The minimum amount ($) for the Liability Insurance shall:
{theMinimum}
Combined single limit: ${minimumAmount}.
VII. Termination. This Agreement shall terminate upon:
{thisAgreement}
In addition, the Client or Contractor may terminate this Agreement and any obligations stated hereunder, with reasonable cause, by providing written notice of a material breach of the other party; or any act exposing the other party to liability to others for personal injury or property damage.
VIII. Option to Terminate. The Client and Contractor shall:
{theClient}
Number of days notice: {numberOf}.
IX. Independent Contractor Status. Under the code of the Internal Revenue Service (IRS), the Contractor is an independent contractor, and neither the Contractor's employees nor contract personnel are or shall be deemed the Client's employees.
In its capacity as an independent contractor, Contractor agrees and represents: Contractor has the right to perform services for others during the term of this Agreement; Contractor has the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed. The contractor shall select the routes taken, starting and ending times, days of work, and order the work is performed; Contractor has the right to hire an assistant(s) as subcontractors or use employees to provide the Services required under this Agreement. Neither Contractor nor the Contractor’s employees or personnel shall be required to wear any uniforms supplied by the Client; The Contractor shall perform the Services required by this Agreement, Contractor’s employees or personnel, and the Client will not hire, supervise, or pay assistants to help the Contractor; Neither Contractor nor Contractor’s employees or personnel shall receive any training from the Client in the professional skills necessary to perform the Services required by this Agreement; and Neither the Contractor nor Contractor’s employees or personnel shall be required by the Client to devote full-time to the performance of the Services required by this Agreement.
X. Business Licenses, Permits, and Certificates. The Contractor represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.
XI. Federal and State Taxes. Under this Agreement, the Client shall not be responsible for: Withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes from the Contractor’s payments to employees or personnel or make payments on behalf of the Contractor; Make federal or state unemployment compensation contributions on the Contractor’s behalf; and the payment of all taxes incurred related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Contractor is not a corporation, all applicable self-employment taxes. Upon demand, the Contractor shall provide the Client with proof that such payments have been made.
XII. Benefits of Contractor’s Employees. The Contractor understands and agrees that they are solely responsible for shall be liable to all benefits that are provided to their employees, including but not limited to retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.
XIII. Unemployment Compensation. The Contractor shall be solely responsible for the unemployment compensation payments on behalf of their employees and personnel. The Contractor shall not be entitled to unemployment compensation in connection with the Services performed under this Agreement.
XIV. Workers’ Compensation. The Contractor shall be responsible for providing all workers’ compensation insurance on behalf of their employees. If the Contractor hires employees to perform any work under this Agreement, the Contractor agrees to grant workers’ compensation coverage to the extent required by law. Upon request by the Client, the Contractor must provide certificates proving workers’ compensation insurance at any time during the performance of the Service.
XV. Indemnification. The Contractor shall indemnify and hold the Client harmless from any loss or liability from performing the Services under this Agreement.
XVI. Confidentiality. The Contractor acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Contractor to perform their duties under this Agreement. The Contractor recognizes that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform Services on the Client's behalf.
Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and information belonging to customers and suppliers of the Client about whom the Contractor gained knowledge as a result of the Contractor's Services to the Client. Upon termination of the Contractor's Services to the Client, or at the Client's request, the Contractor shall deliver all materials in the Contractor's possession relating to the Client's business. The Contractor acknowledges any breach or threatened breach of confidentiality that this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies otherwise available at law.
XVII. Proprietary Information. Proprietary information, under this Agreement, shall include:
The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress, and deliverables, will be the sole property of the Client. Contractor hereby assigns to the Client all right, title, and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. Contractor retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product;
Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Client will be entitled to use Contractor's name and/or likeness in advertising and other materials.
XVIII. No Partnership. This Agreement does not create a partnership relationship between the Client and the Contractor. Unless otherwise directed, the Contractor shall have no authority to enter into contracts on the Client's behalf or represent the Client in any manner.
XIX. Assignment and Delegation. The Contractor may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). The Contractor recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.
The Contractor shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with Sections XVI & XVII of this Agreement. If the Subcontractor shares any such information to third (3rd) parties, the Contractor shall be made liable.
XX. Governing Law. This Agreement shall be governed under the laws of the State of Massachusetts.
XXI. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such a case, the affected provision or section shall be enforced as so limited.
XXII. Breach Waiver. Any waiver by the Client of a breach of any section of this Agreement by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor.
XXIII. Additional Terms and Conditions.
{additionalTerms132}
XXIV. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Employer and Employee.
Client Signature {nopiSignature} Date _______________
Title ________________________________________
Organization NOPI INC
Print Name __________________________________
Supervisor Signature ______________________ Date _______________
Title {supervisorTitle}
Organization/Program {programName32}
Print Name {supervisorName}
Email {supervisorEmail}
Contractor Signature ______________________ Date _______________
Title {jobTitle}
Organization {contractorDba}
Print Name {employeecontractorName}
Email {employeecontractorEmail}