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");
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
NOW, THEREFORE, the parties hereto, intending
to be legally bound hereby, do hereby promise and agree as follows:
The Company hereby retains the Contractor and
the Contractor hereby agrees to render services upon the terms and conditions hereinafter set forth.
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.
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.
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.
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.
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.
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.
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
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.
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
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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