Independent Contractor Agreement

  • This Independent Contractor Agreement (the “Agreement”) is entered into as of January 2, 2014 (the “Effective Date”) by and between
  • , an individual (the “Contractor”), and Brighton Training Group an LLC partnership (the “Company,” and together with the Contractor, the “Parties”).
  • RECITALS WHEREAS, the Company wishes to engage the Contractor as an independent contractor for the Company for the purpose of completing certain specified tasks on the terms and conditions set forth below; and WHEREAS, the Contractor wishes to provide the Services (as defined below) in accordance with the terms of this Agreement; and WHEREAS, each Party is duly authorized and capable of entering into this Agreement. NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:
  • 1. RESPONSIBILITIES. (a) Of the Contractor. The Contractor agrees to do each of the following: A. Perform the Services set forth in Exhibit A attached hereto and made a part hereof (collectively, the “Services”). B. Devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner. C. Perform the Services in a safe, good, and workmanlike manner by fully-trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order. D. Communicate with the Company regarding progress the Contractor has made in performing the Services. E. Supply all tools, equipment, and supplies required to perform the work under this Agreement, except to the extent that the Contractor’s work must be performed on or with the Company’s equipment. F. Ensure that all materials and equipment furnished to its personnel is of good and merchantable quality, unless otherwise agreed by the Company. G. Provide services (including the Services) and end products that are satisfactory and acceptable to the Company and free of defects. H. Remove, replace, or correct all or any portion of the work or end products found defective or unsuitable, without additional cost or risk to the Company. (b) Of the Company. The Company agrees to do each of the following: A. Engage the Contractor as an independent contractor to perform the Services set forth in Exhibit A to this Agreement. B. Provide relevant information to assist the Contractor with the performance of the Services. C. Satisfy all of the Contractor’s reasonable requests for assistance in its performance of the Services.
  • 2. NATURE OF RELATIONSHIP. (a) Independent Contractor Status. The Contractor agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Contractor is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party. (b) Indemnification of Company by Contractor. The Company has entered into this Agreement in reliance on information provided by the Contractor, including the Contractor’s express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Contractor is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Contractor’s own actions, the Contractor shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Contractor and/or the Company resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Contractor’s earnings had the Contractor been on the Company’s payroll and employed as an employee of the Company.
  • 3. CONFIDENTIAL INFORMATION. The Contractor agrees, during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, or corporation without the prior written authorization of the Company, any Confidential Information of the Company. “Confidential Information” means any of the Company’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Contractor by the Company, either directly or indirectly. The Contractor may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with Company personnel or authorized representatives or for any other purpose the Company may hereafter authorize in writing.
  • 4. COMPENSATION. (a) Terms and Conditions. The Company shall pay the Contractor in accordance with the terms and conditions set forth in Exhibit A. (b) Timing of Payment. Payments shall be made to the Contractor within every 2 weeks of the Company’s receipt of the Contractor’s invoice (supported by reasonable documentation) for all Services performed to the Company’s satisfaction in accordance with Exhibit A. (c) No Payments in Certain Circumstances. Notwithstanding the foregoing, no payment shall be payable to the Contractor under any of the following circumstances: A. if prohibited under applicable government law, regulation, or policy; B. if the Contractor did not directly perform or complete the Services described in Exhibit A; C. if the Contractor did not perform the Services to the reasonable satisfaction of the Company; or D. if the Services performed occurred after the expiration or termination of the Term of this Agreement, unless otherwise agreed in writing. (d) No Other Compensation. The compensation set out above shall be the Contractor’s sole compensation under this Agreement. (e) Expenses. Any expenses incurred by the Contractor in the performance of this Agreement shall be the Contractor’s sole responsibility. (f) Taxes. The Contractor is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Contractor under this Agreement and for all obligations, reports, and timely notifications relating to such taxes. The Company shall have no obligation to pay or withhold any sums for such taxes.
  • 5. WORK FOR HIRE. The Contractor expressly acknowledges and agrees that any work prepared by the Contractor under this Agreement shall be considered “work for hire” and the exclusive property of the Company unless otherwise specified. To the extent such work may not be deemed a “work for hire” under applicable law, the Contractor hereby assigns to the Company all of its right, title, and interest in and to such work. The Contractor shall execute and deliver to the Company any instruments of transfer and take such other action that the Company may reasonably request, including, without limitation, executing and filing, at the Company’s expense, copyright applications, assignments, and other documents required for the protection of the Company’s rights to such materials.
  • 6. GOVERNING LAW. This Agreement shall be governed by the laws of the Commonwealth of PA. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
  • Company: Brighton Training Group By: Mike Matukaitis, CEO & President Date: January 2, 2014
  • Date: January 2, 2014