Independent Contractor Agreement
between
The Write Edge, Ltd
and
____________________________________________________
ARTICLE 1: PARTIES AND TERM OF CONTRACT
1.01. This Agreement is entered into by and between The Write Edge, a Limited Liability Company (hereinafter "Client") and _______________________________________, an individual (hereinafter "Contractor"). This Agreement will become effective on _________________________________, and will continue in effect until the Client or the Independent Contractor gives the other written notice to terminate this Agreement.
ARTICLE 2: SERVICES TO BE PERFORMED BY CONTRACTOR
2.01. Contractor agrees to perform programming, database design and integration, and testing for Client on a per project basis, and to complete any matters incidental and/or relating thereto.
2.02. Contractor will determine the method, details, and means of performing the above-described services.
2.03. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that Contractor is not and will not become an employee, partner, agent, or principal of Client while this Agreement is in effect. Contractor is not entitled to the rights or benefits afforded to Client's employees, including disability or unemployment insurance, worker's compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at Contractor's own expense, disability, unemployment, worker's compensation, and other insurance, training, permits, and licenses for Contractor and for Contractor's employees and subcontractors, if any.
2.04. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Client to Contractor for services under this Agreement. Contractor agrees to indemnify Client for any claims, costs, losses, fees, penalties, interest, or damages suffered by Client resulting from Contractor's failure to comply with this provision.
2.05. Contractor may, at Contractor's expense, use any employees or subcontractors as Contractor deems necessary to perform the services required of Contractor by this Agreement. Client shall not control, direct, or supervise Contractor's employees or subcontractors in the performance of those services.
ARTICLE 3: COMPENSATION
3.01. As compensation for the services rendered by Contractor under this agreement, Client shall pay Contractor as agreed on a per project basis from revenues received by Client as the result of Contractor's efforts in the area of service (programming, database design, database integration, or multiple services combined). Client shall pay such amount owed to Contractor on a monthly basis, but in no event later than twenty (20) days following Client's receipt of payment (or confirmation that a check payment has cleared). A pre-payment or deposit shall not be considered a payment until such pre-payment or deposit is deemed earned and non-refundable to Client.
3.02. Contractor shall not be required to devote full time, attention, and energy to the performance of Contractor's duties pursuant to this Agreement.
3.03. Contractor shall not, without the prior express authorization from Client, contact customers or potential customers of Client directly; represent himself as an agent or employee of Client for the purpose of obtaining new or additional business; obligate Client in any manner; or in any way undermine the professional standing, reputation, or credibility of Client.
ARTICLE 4: BUSINESS EXPENSES
4.01. It is recognized and agreed that in connection with the services to be performed for Client, Contractor may be obligated to expend money for travel or other business expenses, including telephone expenses. Contractor shall be solely liable and responsible for payment of same, and shall indemnify and hold Client harmless from claims made by any entity for payment for such expenses incurred.
ARTICLE 5: PROPERTY AND COPYRIGHTS OF THE PARTIES
5.01. (a) All records of the accounts of customers of Client, of any nature, whether existing at the time of this Agreement, procured through the efforts of Contractor, or learned by Contractor from any other source, and whether prepared by Contractor or otherwise, shall be the exclusive property of Client.
(b) All books and records utilized by Contractor in performing Contractor's duties under this Agreement shall be immediately returned to Client by Contractor on any termination of this Agreement, whether or not any dispute exists between Client and Contractor at, regarding, and/or following the termination of this Agreement.
5.02. Contractor agrees that the names and addresses of Client's customers constitute trade secrets of Client and that the sale or unauthorized use or disclosure of any of Client's trade secrets obtained by Contractor during the term of this Agreement constitutes unfair competition. Contractor agrees and promises not to engage in any unfair competition with Client. For a period of twenty four (24) months immediately following the termination of this Agreement, Contractor shall not directly or indirectly make known to any person, firm or corporation the names or addresses of any of the customers of Client or any other information pertaining to them, or call on, solicit, take away, or attempt to call on, solicit or take away any of the customers of Client on whom Contractor called on or with whom Contractor became acquainted with, or the names and addresses of which Contractor learned, saw, or became familiar or acquainted with, during the term of this Agreement, either on behalf of contractor, or for any other person, firm or corporation.
5.03. During the term of this Agreement, Contractor will have access to and become acquainted with various trade secrets, consisting of formulas, patterns, devices, secret inventions, processes, and compilations of information, records, and specifications, all of which are owned by Client and regularly used in the operation of Client's business.
All files, records, documents, drawings, specifications, equipment, and similar items relating to the business of Client, whether they are prepared by Contractor or come into Contractor's possession in any other way and whether or not they contain or constitute trade secrets owned by Client, are and shall remain the exclusive property of Client and shall not be used under any circumstances whatsoever without the prior written consent of Client.
Contractor shall not misuse, misappropriate, or disclose any of the trade secrets described herein, directly or indirectly, or use them in any way, either during the term of this Agreement or at any time thereafter.
5.04. During the term of this Agreement, Contractor shall not, directly or indirectly, either as a Contractor, Client, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in direct competition in any manner whatsoever with the business of Client without fully disclosing such activities to Client.
5.05 Contractor warrants that any work performed will be original, functional, and safe to operate within the scope of instructions and environment in which it is purported to function; that the Client will be the sole owner of the completed Work; that the Contractor will not submit any material that will infringe any copyright or violate any property or civil rights. Contractor will indemnify and hold Client harmless against all claims, suits, costs, damages, and expenses, including reasonable attorney's fees, that Client sustain or incur by reason of any breach or alleged breach of the foregoing warranties, provided that the meaning of the text is not materially altered by Client after receipt from Contractor.
5.06 Where programs submitted require modification due to unforeseen conditions or unexpected integration with the operating environment in which said programs are fielded, Contractor will perform such modifications in a timely manner, providing a timetable for such modification within 24 hours of notification by Client.
5.07 In the event that Contractor submits programs containing careless errors or omissions, Contractor shall be responsible for correcting such errors without additional charge to Client. Careless errors or omissions shall be defined as including errors that a reasonably competent programmer would be expected to catch when responsibly checking and testing completed programs. This does not include modifications requested by Client, program result errors due to differences in operating environments except where such differences are known and should reasonably be anticipated, or errors generated as the result of interaction with programs not written by Contractor, except where such interactions should reasonably be known and anticipated.
ARTICLE 6: GENERAL PROVISIONS
6.01. Entire Agreement: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the hiring of Contractor by Client, and contains all of the covenants and agreements between the parties with respect to that hiring in any manner whatsoever. Each party to this Agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either party, except that any other written agreement dated concurrent with or after this Agreement shall be valid as between the signing parties thereto.
6.02. Modifications: Any modification of this Agreement will be effective only if it is in writing and signed by the party to be charged.
6.03. Waiver: The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
6.04. Partial Invalidity: If any provision in this Agreement is held by a court of competent jurisdiction of be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
6.05. Governing Law: This Agreement shall be governed by the laws of the State of Ohio.
6.06. Attorney's Fees: If any legal action is commenced or necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.
IN WITNESS WHEREOF, The Write Edge, Ltd and ____________________________________ have duly executed this Agreement as of the day and year first above written.
______________________________
Martina A. Boone
The Write Edge, Ltd
______________________________
Name_________________________
SSN or Tax ID__________________