*this information is adapted from the IRS newsletter Issue Number: Tax Tip 2023-15 *this information…
INDEPENDENT CONTRACTOR AGREEMENT
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INDEPENDENT CONTRACTOR AGREEMENT
This agreement for the provision of pole dance and alternative fitness/dance lessons (“Agreement”) is made and entered into this Day of Month of Year (“Effective Date”) by and between (hereinafter “the Company”) and (service provider’s name), an individual (hereinafter “Contractor”).
- Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.
Duties, Term, and Compensation. The Contractor’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the Contractor which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference.
Confidentiality. The Contractor acknowledges that during the engagement [he or she] will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts, and procedures. The Contractor agrees that [he or she] will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, lesson plans, specifications, information, letters, notes, media lists, original artwork/creative, training materials, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into [his or her] possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in [his or her] possession or under [his or her] control. The Contractor further agrees that [he or she] will not disclose [his or her] retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of [his or her] relationship to the Company and of the services hereunder.
Conflicts of Interest; Non-hire Provision. The Contractor represents that [he or she] is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering [his or her] duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which [he or she] does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of [his or her] productive time, energy and abilities to the performance of [his or her] duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company. For a period of six months following any termination, the Contractor shall not, directly or indirectly, hire, solicit, or encourage to leave the Company’s employment, any employee, consultant, or contractor of the Company or hire any such employee, consultant, or contractor who has left the Company’s employment or contractual engagement within six months of such employment or engagement.
Right to Injunction. The parties hereto acknowledge that the services to be rendered by the Contractor under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Contractor of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Contractor expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of the them shall be exclusive of any other or of any right or remedy allowed by law.
Merger. The merger or consolidation of the Company into or with any other entity shall not terminate this Agreement.
Termination. The Company may terminate this Agreement at any time by 10 working days’ written notice to the Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.
Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Company for any purpose. The Contractor is and will remain an independent contractor in [his or her] 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.
Choice of Law. The laws of the state of ________________ shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in [state] in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.
RECITALS/ SHOWS/ PERFORMANCES/ SHOWCASES/ WORKSHOPS/EVENTS
WHEREAS, Contractor has expressed an interest in
WHEREAS, Contractor has represented to the Company that it has the requisite experience, special knowledge and professional expertise similar to others in the recreation industry who conduct such services;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and
(Independent Contractor) agree as follows:
Section 1. Services.
- hereby engages Contractor to develop and conduct for the Company. The shall be conducted through . Contractor shall determine the method, details and means of performing and shall advise the Company of the same prior to the provision of any services under this Agreement. Contractor further agrees to perform services to the best of its ability and in an efficient, safe, and competent manner.
- shall compensate as follows:
Section 2. Independent Contractor.
It is the expressed intention of the Company that Contractor is, and shall remain during the term of this Agreement, an independent contractor and not be deemed an employee or agent of for any purpose. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and the Company. The Company acknowledges that Contractor is not a employee for State tax, Federal tax or any other purpose.
Section 3. Contractor’s Employees.
No employees or agents of Contractor shall participate in the performance of services without the prior written consent of the Company.
Section 4. Termination.
The Company shall have the right to terminate this Agreement upon fourteen (14) days prior written notice to Contractor. The Company shall have no liability for any damages resulting to Contractor as a result of any exercise by the Company of its right to terminate this Agreement.
Section 5. Entire Agreement/Amendment.
This Agreement represents the entire Agreement of the Company as to the matters contained herein. Any amendment of this Agreement shall be effective only if it is in writing and signed by the Company.
Section 6. Assignment.
This Agreement shall not be assigned without the prior written consent of the Company. Any assignment, or attempted assignment, without such prior consent, shall be null and void and, at the option of the Company, result in the immediate termination of this Agreement.
Section 7. Insurance.
Company does not provide insurance coverage for Contractor. shall be responsible for paying all costs associated with such insurance coverage. shall obtain and maintain during the term of this Agreement all insurance required by this Section and shall submit to the Company certificates of insurance and appropriate endorsements evidencing that the insurance is in force and effect. Evidence of such insurance shall be provided to the Company concurrent with Consultant’s execution of this Agreement. Acceptance of the certificates by the Company shall not relieve Contractor of any of the insurance requirements contained herein, nor decrease the liability of Contractor.
- (a) If applicable, workers’ compensation and employer’s liability insurance for its employees throughout the terms of this Agreement pursuant to Labor Code Sections 1860 and 3700, and in amounts which satisfy statutory requirements.
- (b) Contractor shall be responsible for paying all costs associated with business automobile liability. Company shall not be responsible for any associated costs with contractor’s automobile and shall not be responsible for any damages or costs associated with any damage to vehicle or personal injury caused in operating vehicle while conducting services for_________.
Section 8. Attorneys’ Fees.
In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement the prevailing the Company shall, in addition to any costs or other relief, be entitled to recover its reasonable attorneys’ fees, including fees for use of in-house counsel by the Company.
Section 9. Hold Harmless and Indemnification.
Contractor shall indemnify, hold harmless, and defend the Company and its elected officials, employees, independent contractors and agents from and against any and all claims, losses or liability, including attorneys’ fees, arising from injury or death to persons or damage to property occasioned by any negligent act, omission or failure to act by Contractor, its employees and agents in performing the lessons and services.
If to the Contractor:
If to the Company:
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.
By: Its: Employer