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. Contractor shall select the routes taken, starting and ending times, days of work, and order in which the work is performed;
Contractor has the right to hire assistants as subcontractors or to 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 provided by the Client;
The Services required by the Agreement shall be performed by the Contractor, Contractor’s employees or personal, 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 not 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.
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;
Making 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 incomes 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.
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.
There shall be no minimum required amount for the liability insurance.
In addition, the Client or Contractor may terminate this Agreement, including 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.
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 to the Client all materials in the Contractor’s possession relating to the Client’s business.
The Contractor acknowledges that any breach or threatened breach of confidentiality of 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 Client’s rights and remedies otherwise available at law.
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, works-in-progress, and deliverables, will be the sole property of the Client, and 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 use in advertising and other materials.
The Contractor shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with Sections XVIII & XIX of this Agreement. If any such information is shared by the Subcontractor to third (3rd) parties, the Contractor shall be made liable.
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
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 Client and Contractor.