INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT made and entered into on the date last written below, by and between _____________ (the "Company"), a __________________ corporation, and Denise Cullom, an independent contractor ("Contractor");

WITNESSETH

WHEREAS, the Company desires to retain the services of the Contractor, and the Contractor desires to render services to the Company, upon the terms and conditions hereinafter stated:

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do hereby promise and agree as follows:

I. SERVICES

The Company hereby retains the Contractor and the Contractor hereby agrees to render services upon the terms and conditions hereinafter set forth.

II. TERM

Subject to the provisions for termination as hereinafter provided, the term of this Agreement, as amended from time to time, shall begin on ______________, 20__, and shall terminate on __________________, 20__, or shall be based upon satisfactory completion of a specific project for the Company. ____________________________

III. POSITION

The Contractor shall render services as an assistant for the Company. He will operate within the bylaws of the Company and the goals, guidelines, budgets, directives, position description, policies and procedures now or at some later date established or approved by the President or the Board of Directors.

IV. OTHER EMPLOYMENT

The Contractor shall devote___________ (___) hours per week rendering services to the Company or such reasonable time as shall be needed to render such services. The Company acknowledges that the Contractor will, during the term of this Agreement, be engaged in other business activity and will be engaged in rendering the same or similar services to other companies.

V. COMPENSATION

The Contractor's compensation for all services to be rendered under this Agreement shall be_______________ Dollars ($_____________) for each monthly period, hourly rate, or per word basis commencing on the date last written below and payable at the end of each month, or upon immediate completion of a project.  The Contractor shall be reimbursed for such reasonable and authorized expenditures, such as postage, or what is agreed upon before entering this contract.  The Contractor will reimburse such authorized expenditures upon presentation to the Company of an itemized account, including but not limited to receipts.

VI. TERMINATION FOR CAUSE

The Company expressly reserves its full rights during the term of the Agreement and particularly the right to discharge the Contractor for cause and to cancel this Agreement on that account. Such cause shall consist, by way of illustration and not limitation, of one or more of the following: conviction of a felony, fraud, disloyalty, and inattention to duties or moral turpitude.  The Company shall also have the right to cancel this Agreement and terminate the Contractor's services hereunder at anytime for material violation of the terms of this Agreement by the Contractor. In any such case of discharge, cancellation, and termination, written notice thereof shall be given to the Contractor and shall be effective as of the date mailed in accordance with this Agreement or, if delivered, upon delivery to the Contractor.  In retrospect, the Contractor may terminate this agreement if payment, as agreed upon in this contract, is not received. 

VII. LIABILITY

The Company shall not be liable for the acts of the Contractor or his servants or agents in the performance by the Contractor of his duties, except for acts caused directly by the Company or by the Company's agents or employees.

VIII. NON-COMPETITION

The Contractor shall not, during the term of his employment or thereafter, disclose to others or use, except as authorized by the Company, any of the Company's confidential, technical or other business information. Confidential, technical or other business information shall mean any information (including lists of the Company's vendors and customers) which the Contractor has used, learned, or contributed to during the term of this Agreement regardless of whether it is in written or other tangible form that (1) is not generally available to the public and (2) gives one who uses it a competitive advantage over the Company. Upon termination of this Agreement, the Contractor shall surrender to the Company any and all materials, including, but not limited to, drawings, manuals, reports, documents, lists of Company's vendors and customers, photographs, maps, surveys and the like (including all copies thereof) that he has in his possession relating to the business of the Company, or its affiliates. The Contractor acknowledges that all such material is the property of the Company solely and that the Contractor has no right, title, or interest in or to such materials. The Contractor acknowledges that the remedies at law for any breach by the Contractor of this Article IX will be inadequate and that the Company shall be entitled to injunctive relief, without bond, against him in the event of any such breach. If any court of competent jurisdiction shall hold that the restrictions contained in this article are unreasonable as to time or geographical area, such restrictions shall be deemed to be reduced to the extent necessary, in the opinion of such court, to make them reasonable.

IX. RELATIONSHIP

Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto and the Contractor shall be deemed at all times to be an independent contractor.

X. ARBITRATION

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

XI. NOTICE

Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, and if sent by registered mail to his residence in the case of the Contractor, or to its principal office in the case of the Company.

XII. WAIVER

The waiver by the Company of a breach of any provisions of this Agreement by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor.

XIII. BINDING EFFECT

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, representatives, successors and assigns, but shall not be assignable by the Contractor without the prior written consent of the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

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