Greetings! First of all, let me state that I am not a lawyer and am
in no way offering legal advice except to advise that you consult an
attorney to at least review what contract you offer someone before
they sign it. This is just good policy in order to protect your
rights. However, below are the documents for which you asked with the
exception that you may want to alter the wording of "Independent
Contractor" to "illustrator" and add a short clause that you are
contracting for an illustration(s) for "your project name".
On the non-disclosure agreements below the contract, you will may want
to specify "audio trascribing of ____" as the nature of the task.
On both, you may want to specify your name or your Company name for
"Company" or include the clause at the beginning:
"For purposes of this contract, (your company name or personal name)
will
heretofore be referred to as Company and (the illustrator's name) will
heretofore be referred to as Independent Contractor."
The following contract may be slightly modified to include your
specifications above - [see bracketed inserts]
INDEPENDENT CONTRACTOR'S AGREEMENT
THIS INDEPENDENT CONTRACTOR'S AGREEMENT (the "Agreement") is made as
of Date, Year by and between "Company Name" (the Company), and
"Independent Contractor's Name" (the Independent Contractor) a
corporation/sole proprietorship/whatever with its principal place of
business at "Independent Contractor's Address".
In consideration of the mutual premises herein contained, Company and
Independent Contractor hereby agree as follows:
SECTION 1: ENGAGEMENT
The Company hereby engages the Independent Contractor to render the
services, and deliver the reports, according to the schedule and as
described in the annexed Exhibit A (collectively, the "Services"). In
the event of any conflict between this Agreement and the annexed
Exhibit A, this Agreement shall control.
SECTION 2: COMPENSATION
A. In full consideration for the performance of the Services
hereunder, and for any rights granted or relinquished by the
Independent Contractor under this Agreement, the Company shall pay the
Independent Contractor as follows (check as applicable):
_____ on a time and materials basis at the following rates: _____
or
_____ a fixed fee (the "Fee") in the amount of $ _____ payable in
installments as follows: _____
B. Payments shall be preceded by an invoice from the Independent
Contractor (to be submitted monthly), which Company shall then pay in
the ordinary course.
C. The Company will reimburse the Independent Contractor for
reasonable and necessary expenses incurred in the performance of the
Services; provided, however, that all such expenses shall be subject
to Company's prior approval. Air travel shall be at coach fares and
lodging shall be at moderately priced hotels, taking advantage of
available corporate discounts.
D. Independent Contractor acknowledges and agrees that, except as
provided in this Section 2, it shall not be entitled to, and the
Company shall not be obligated to pay, any monies or other
compensation for the Services provided and rights granted under this
Agreement.
SECTION 3: ASSURANCE OF SERVICES
A. Independent Contractor will assure that the following individuals
(the "Key Employees") will be available to perform, and will perform,
the Services hereunder until they are completed (identify by title and
name as applicable):
Name of Key Employee, Title
Name of Key Employee, Title
B. The Key Employees may be changed only with the prior written
approval of the Company, which approval shall not be unreasonably
withheld.
SECTION 4: INDEPENDENT CONTRACTOR RELATIONSHIP
A. The Independent Contractor agrees to perform the Services hereunder
solely as an Independent Contractor. The parties to this Agreement
recognize that this Agreement does not create any actual or apparent
agency, partnership, franchise, or relationship of employer and
employee between the parties. The Independent Contractor is not
authorized to enter into or commit the Company to any agreements, and
the Independent Contractor shall not represent itself as the agent or
legal representative of the Company.
B. Further, the Independent Contractor shall not be entitled to
participate in any of the Company's benefits, including without
limitation any health or retirement plans. The Independent Contractor
shall not be entitled to any remuneration, benefits, or expenses other
than as specifically provided for in this Agreement.
C. The Company shall not be liable for taxes, Worker's Compensation,
unemployment insurance, employers' liability, employer's FICA, social
security, withholding tax, or other taxes or withholding for or on
behalf of the Independent Contractor or any other person consulted or
employed by the Independent Contractor in performing Services under
this Agreement. All such costs shall be Independent Contractor's
responsibility.
SECTION 5: PROPRIETARY RIGHTS
A. The Independent Contractor acknowledges that it has no right to or
interest in its work or product resulting from the Services performed
hereunder, or any of the documents, reports or other materials created
by the Independent Contractor in connection with such Services, nor
any right to or interest in any copyright therein. The Independent
Contractor acknowledges that the Services and the products thereof
(hereinafter referred to as the "Materials") have been specially
commissioned or ordered by the Company as "works made-for-hire" as
that term is used in the Copyright Law of the United States, and that
the Company is therefore to be deemed the author of and is the owner
of all copyrights in and to such Materials.
B. In the event that such Materials, or any portion thereof, are for
any reason deemed not to have been works made-for-hire, the
Independent Contractor hereby assigns to the Company any and all
right, title, and interest Independent Contractor may have in and to
such Materials, including all copyrights, all publishing rights, and
all rights to use, reproduce, and otherwise exploit the Materials in
any and all formats or media and all channels, whether now known of
hereafter created. The Independent Contractor agrees to execute such
instruments as the Company may from time to time deem necessary or
desirable to evidence, establish, maintain, and protect the Company's
ownership of such Materials, and all other rights, title, and interest
therein.
C. Notwithstanding the foregoing, the Company acknowledges that the
Independent Contractor's ability to carry out the work required is
heavily dependent upon the Independent Contractor's past experience in
the industry and in providing similar services to others and they
expect to continue such work in the future. Subject to the
confidentiality provisions of Section 6 below, generic information
communicated to the Company in the course of this project either
orally, in the form of presentations, or in documents that report such
general industry knowledge is not subject to the terms of A & B above.
[D. Independent contractor agrees to deliver to Company only his or
her original work and by agreeing to this contract claims that said
work is copyrighted only by Independent Contractor and no other party
or parties. Furthermore, by delivering the illustrations the
Independent Contractor hereby assigns all copyright(s) to Company.]
SECTION 6: CONFIDENTIALITY
A. In connection with the performance of Services hereunder, the
Independent Contractor may be exposed to confidential and proprietary
information of the Company, whether or not so identified (including
without limitation this Agreement). All such confidential and
proprietary information shall be subject to the terms and conditions
of the Non-Disclosure Agreement, as annexed in Exhibit B.
B. The Independent Contractor shall not, without the prior written
consent of the Company, use the Company's name in any advertising or
promotional literature or publish any articles relating to the
Company, this Agreement, or the Services and shall not otherwise refer
to the retention of Independent Contractor to render consulting
services hereunder.
SECTION 7: WARRANTIES AND INDEMNIFICATION
A. The Independent Contractor represents and warrants that:
i) The Services shall be performed in accordance with, and shall not
violate, applicable laws, rules or regulations, and standards
prevailing in the industry and the Independent Contractor shall obtain
all permits or permissions required to comply with such laws, rules or
regulations;
ii) The Materials shall be original, clear, and presentable in
accordance with generally applicable standards in the industry;
iii) The Materials will not contain libelous, injurious, or unlawful
material and will not violate or in any way infringe upon the personal
or proprietary rights of third parties, including property,
contractual, employment, trade secrets, proprietary information, and
non-disclosure rights, or any trademark, copyright, or patent, nor
will they contain any format, instruction, or information that is
inaccurate or injurious to any person, computer system, or machine;
iv) The Independent Contractor has full power and authority to enter
into and perform its obligations under this Agreement; this Agreement
is a legal, valid, and binding obligation of Independent Contractor,
enforceable against it in accordance with its terms (except as may be
limited by bankruptcy, insolvency, moratorium, or similar laws
affecting creditors' rights generally and equitable remedies);
entering into this Agreement will not violate the Charter or By-laws
of Independent Contractor or any material contract to which it is a
party;
v) The Independent Contractor will perform the Services in accordance
with the specifications established by the Company.
[or in this section: vi) The Independent Contractor assigns all
copyrights to Company for all work delivered.]
B. The Company represents and warrants that it has full power and
authority to enter into and perform its obligations under this
Agreement; this Agreement is a legal, valid, and binding obligation of
the Company, enforceable against it in accordance with its terms
(except as may be limited by bankruptcy, insolvency, moratorium, or
similar laws affecting creditors' rights generally and equitable
remedies); entering into this Agreement will not violate the Charter
or By-laws of the Company or any material contract to which it is a
party.
C. The Independent Contractor shall comply with all of the Company's
standards and procedures when working on-site at the Company,
including without limitation, standards relating to security.
D. The Company shall not be liable for injury or death occurring to
the Independent Contractor or any of its employees or other assistants
in the course of performing this Agreement.
E. The Independent Contractor hereby indemnifies and holds harmless
the Company, its subsidiaries, and affiliates, and their officers and
employees, from any damages, claims, liabilities, and costs, including
reasonable attorney's fees, or losses of any kind or nature whatsoever
("Loss") which may in any way arise from the Services performed by the
Independent Contractor hereunder, the work of employees of the
Independent Contractor while performing the Services of the
Independent Contractor hereunder, or any breach or alleged breach by
Independent Contractor of this Agreement, including the warranties set
forth herein. The Company shall retain control over the defense of,
and any resolution or settlement relating to, such Loss. The
Independent Contractor will cooperate with the Company and provide
reasonable assistance in defending any such claim.
SECTION 8: TERM AND TERMINATION
A. The term of this Agreement shall commence on the date hereof and
shall continue until the Independent Contractor satisfactorily
completes performance of the Services (hereinafter the "Term").
B. This Agreement may be terminated:
i) by either party upon fifteen (15) days prior written notice if the
other party breaches or is in default of any obligation hereunder and
such default has not been cured within such fifteen (15) day period
ii) by the Company at any time during the Term for any reason (or no
reason) upon ten (10) days written notice.
C. Neither party shall be liable or deemed to be in default for any
delay or failure in performance under this Agreement or interruption
of service resulting, directly or indirectly, from acts of God, civil
or military authority, acts of the public enemy, war, riots, civil
disturbances, insurrections, accidents, fire, explosions, earthquakes,
floods, the elements, strikes, labor disputes, shortages of suitable
parts, materials, labor or transportation or any causes beyond the
control of such party.
D. Upon termination by either party, Independent Consultant shall
provide to Company any and all copies, in whole or in part, of the
Materials (as they then exist) and any and all tangible materials the
Company provided to the Independent Consultant in connection with this
Agreement.
SECTION 9: DAMAGES AND REMEDIES
A. In the event of termination of this Agreement by the Company
pursuant to Section 8.B (i), the Company shall have all remedies
available to it at law and in equity. Any and all Materials prepared
for and/or delivered to the Company prior to termination shall remain
the property of the Company.
B. In the event of termination pursuant to Section 8.B (ii), and
provided that Independent Contractor is not in material breach of its
obligations hereunder, the Independent Contractor shall be entitled to
keep all monies already paid pursuant to Section 2 and the Company's
sole obligation shall be to pay Independent Contractor the amount due
for Services already acceptably performed and Materials already
accepted, pro rata. In no event shall the Company be liable for any
lost profits or consequential, incidental or special damages.
C. The Independent Contractor waives any and all right to injunctive
relief in the event of any dispute with the Company, and the
Independent Contractor's sole remedy in such a dispute shall be at
law.
Section 10: GENERAL TERMS
A. This Agreement shall be governed and construed in accordance with
the laws of the State of _____ applicable to contracts made and fully
performed therein, and the state and federal courts located in _____
shall have exclusive jurisdiction of all suits and proceedings arising
out of or in connection with this agreement. Both parties hereby
submit to the jurisdiction of said courts for purposes of any such
suit or proceeding, and waive any claim that any such forum is an
inconvenient forum.
B. Any notices to either party under this Agreement shall be in
writing and delivered by hand or sent by nationally recognized
messenger service, or by registered or certified mail, return receipt
requested, to the address set forth above or to such other address as
that party may hereafter designate by notice. Notice shall be
effective when received, which shall be no greater than one (1)
business day after being sent by a nationally recognized messenger
service or three days after being sent by mail.
C. The Company may freely assign this Agreement, in whole or in part.
The Independent Contractor may not, without the written consent of the
Company, assign, subcontract, or delegate its obligations under this
Agreement, except that the Independent Contractor may transfer the
right only to receive any amounts which may be payable to it for
performance under this Agreement, and then only after receipt by the
Company of written notice of such assignment or transfer. This
Agreement shall be binding upon and inure to the benefit of the
parties' successors and assigns.
D. The waiver by either party of a breach or violation of any
provision of this Agreement shall not constitute a waiver of any
subsequent or other breach or violation.
E. Following the expiration or termination of this Agreement, whether
by its terms, operation of law, or otherwise, the terms and conditions
set forth, as well as any term, provision, or condition required for
the interpretation of this Agreement or necessary for the full
observation and performance by each party hereto of all rights and
obligations arising prior to the date of termination, shall survive
such expiration or termination.
F. This Agreement represents the entire Agreement between the parties.
The Agreement may not be amended, changed, or supplemented in any way
except by written Agreement signed by both parties.
By: _____________________
Title: _____________________
By: _____________________
Title: _____________________
EXHIBIT A
The following describes the Services to be performed, any Materials
that are to be delivered, and the schedule for delivery (if
applicable):
EXHIBIT B
NON-DISCLOSURE AGREEMENT
For the non-disclosure agreement, simply modify the contract to
contain the nature of the work being performed (audio transcribing).
Below are two general non-disclosure agreements:
Non Disclosure Agreement #1
Pursuant to the Agreement to which this Exhibit is annexed, Company
may be disclosing to Independent Contractor certain business plans,
development plans, reports, financial information, design documents,
specifications, programmer notes, software (its own and third party),
and/or other non-public information proprietary and confidential to
the Company (together with any notes, analyses, compilations, studies,
or other documents that are based upon, contain, or otherwise reflect
such information, the "Confidential Information"). The parties agree
as follows with respect to treatment of the Confidential Information:
1. The Confidential Information shall be used by the Independent
Contractor solely for the purpose of performing the Services specified
in the Agreement and not for any other purpose. Except to the extent
permitted by Paragraph 3 below, the Independent Contractor will not
disclose the Confidential Information, in whole or in part, to any
other party.
2. The term "Confidential Information" shall be deemed not to include
information which:
i) is or becomes generally available to the public other than a) as a
result of a disclosure by the Independent Contractor or any other
person who directly or indirectly receives such information from the
Independent Contractor or b) in violation of a confidentiality
obligation to the Company known to the Independent Contractor or
ii) is or becomes available to the Independent Contractor on a
non-confidential basis from a source which is entitled to disclose it
to the Independent Contractor.
3. In the event that the Independent Contractor is required by law or
by interrogatories, requests for information or documents, subpoena,
Civil Investigative Demand, or similar process to disclose any
information supplied to the Independent Contractor pursuant to the
Agreement, including without limitation the Confidential Information
or any other information the disclosure of which is restricted by the
terms of this Exhibit, the Independent Contractor will provide the
Company with prompt prior written notice of such request or
requirement so that the Company may seek an appropriate protective
order. If, in the absence of a protective order, the Independent
Contractor is nonetheless, in the written opinion of its counsel
(which shall be forwarded to the Company upon request), compelled to
disclose Confidential Information or any other information the
disclosure of which is restricted by the terms of this Exhibit to any
tribunal or else stand liable for contempt or suffer other material
censure or penalty, the Independent Contractor may disclose only that
portion of the Confidential Information or other information which it
is advised in writing by its counsel (which shall be forwarded to the
Company upon request) is so legally compelled and the Independent
Contractor will exercise its best efforts to obtain assurance that
confidential treatment will be accorded such Confidential Information.
4. All Confidential Information disclosed by the Company to the
Independent Contractor shall be and shall remain the Company's
property. Upon termination of the Agreement, the Independent
Contractor shall redeliver all tangible Confidential Information
furnished by the Company. Except to the extent the Independent
Contractor is advised in writing by counsel that such action is
prohibited by law, the Independent Contractor will also destroy all
written material, memoranda, notes, and other writings or recordings
whatsoever prepared by it based upon, containing, or otherwise
reflecting any Confidential Information. Any Confidential Information
that is not returned or destroyed, including without limitation any
oral Confidential Information, shall remain subject to the
confidentiality obligations set forth in this Exhibit.
5. Neither the Company nor any of its advisors or representatives
shall have any liability to the Independent Contractor or any of its
Representatives resulting from the Independent Contractor's use of the
Confidential Information.
6. Independent Contractor acknowledges and agrees that money damages
would not be a sufficient remedy for any breach of this Exhibit by the
Independent Contractor and that the Company shall be entitled to
specific performance, including without limitation injunctive relief,
as a remedy for any such breach. Such remedy shall not be deemed to be
the exclusive remedy for breach of this Exhibit but shall be in
addition to all other remedies available at law or equity. The
Independent Contractor agrees to reimburse the Company for costs and
expenses (including without limitation attorneys' fees) incurred by
the Company in connection with the enforcement of this Exhibit.
7. This Exhibit shall be binding upon, and inure to the benefit of,
the parties and their respective successors and assigns.
8. If any provision of this Exhibit is not enforceable in whole or in
part, the remaining provisions of this Exhibit shall not be affected
thereby. No failure or delay in exercising any right, power, or
privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power, or
privilege hereunder
Non Disclosure Agreement #2
Whereas, "Company", a (name of STATE) corporation, and the second
party to this Agreement whose name is on the signature page
("Independent Contractor"), are entering into business relations;
Whereas, pursuant to said business relations, Independent Contractor
will acquire knowledge of and access to certain confidential
information concerning the business activities of Company;
Now therefore, for good and valuable consideration, including without
limitation, the right to enter into business relations with Company,
the Independent Contractor hereby agrees and covenants as follows:
ARTICLE 1
1. Confidential Information.
a) Independent Contractor acknowledges that during the term of this
Agreement, by virtue of the position of trust and confidence he or she
will occupy with the Company, said Independent Contractor will be
exposed to confidential information belonging to the Company (the
Confidential Information). Confidential Information includes such of
the Company's client lists and related client information, information
related to marketing, sales and product development, knowledge and
information, whether acquired directly or indirectly from the Company
or from an affiliate, shareholder, director, officer, agent, partner,
employee, independent contractor, licensee or customer of the Company,
and any other information developed by or on behalf of the Company,
that is both treated as confidential by the Company and not generally
known publicly or in the industry in which the Company does business.
Confidential Information includes the Company's database of
information concerning a prospective client's needs and strategic
objectives. Independent Contractor acknowledges that the Company has a
legitimate proprietary interest in its Confidential Information and
further acknowledges that maintaining the confidentiality and
integrity of its Confidential Information is essential to the Company
and that disclosure of its Confidential Information would cause
substantial loss to the Company both monetarily and in terms of loss
of goodwill and competitive position.
b) Independent Contractor agrees that he/she shall hold all
Confidential Information in trust. Independent Contractor acknowledges
the existence of various internal measures and systems implemented by
the Company to protect its Confidential Information and agrees to
comply with and respect the integrity of the same. Independent
Contractor further agrees that neither the Independent Contractor, nor
any person or entity under his or her control, will, at any time
during or after the termination of this Agreement, without regard to
the reason for such termination, divulge, disclose, convey, transmit
or make known or available to any person or entity any Confidential
Information.
c) Independent Contractor further agrees not to use or exploit or
attempt to use or exploit in any way or manner whatsoever Confidential
Information for the benefit of the Independent Contractor or the
benefit of any other person or entity other than the Company. Nothing
herein shall preclude the Independent Contractor from using the
general knowledge, skill and techniques commonly employed by employees
of companies similar to the Company.
d) On or before the termination of this Agreement, without regard to
the reason for such termination, the Independent Contractor shall
forthwith return to the Company all papers, books, records, notes,
client lists, computer printouts, financial information, marketing
plans and all other documents, data and property pertaining to
Confidential Information. Independent Contractor further agrees to
take all steps necessary or requested by the Company to ensure that
Confidential Information is kept confidential. Independent Contractor
shall not copy or remove Confidential Information at any time except
as required by his/her duties under this Agreement.
2. Invalidity.
Independent Contractor hereby acknowledges that the covenants referred
to in the Article are reasonable in all respects, including but not
limited to, duration in time and scope of activity and information
prohibited, and that such covenants are essential the Company in order
to reasonable protect its business and its assets.
In the event the covenants contained in this Article shall be
adjudicated by any court of competent jurisdiction to be partially or
totally invalid or unenforceable because of the duration in time or
because of the scope of activities or information prohibited thereby,
or for any reason, such covenants shall be deemed modified to the
minimum extent necessary to render them valid and enforceable under
the laws of such jurisdiction, or shall be deleted from this
Agreement, as circumstances may require, and the covenants subject to
such modification or deletion shall be enforced to the maximum extent
and scope permitted by the laws of such jurisdiction.
ARTICLE 2
REMEDIES
1. Remedies.
Independent Contractor agrees to comply fully with and be bound by all
of the terms, provisions and conditions herein contained. If the
Independent Contractor shall at any time breach, violate or fail to
comply fully with any of the terms, provisions or conditions of this
Agreement, the Company shall be entitled to equitable relief against
the Independent Contractor by way of injunction (in addition to, but
not in substitution for, any and all other relief to which the Company
may be entitled either by law or in equity), to restrain such breach
or violation or to compel compliance fully with the terms, provisions
or conditions of this Agreement. The rights and remedies of the
Company under this Agreement are in addition to all rights and
remedies to which the Company is or shall be otherwise entitled.
The Independent Contractor further agrees to reimburse the Company for
any costs of enforcing the provisions of this Agreement, including
reasonable attorney's fees.
2. Consent to Jurisdiction and Service.
Any claim arising out of, connected with or in any way related to this
Agreement shall be adjudicated in either the Federal District Court
for (State) of in the Circuit Court for (County, State), and all
parties to this Agreement consent to the jurisdiction of and venue in
such courts. In no event shall any party to this Agreement contest the
jurisdiction of such courts over it or the venue of such courts with
respect to such claims or disputes. The Independent Contractor waives
all rights that he/she may have to a jury trial.
ARTICLE 3
GENERAL PROVISIONS
1. Effect and Interpretation.
The Agreement is made and shall be governed by and construed in
accordance with the laws of the State of (Name of State).
2. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of the respective parties hereto.
3. Notices.
All notices, offers of other communications required or permitted to
be given pursuant to this Agreement shall be in writing and shall be
considered as properly given or made when delivered personally or
mailed from within the United States by first class registered mail,
postage prepaid, return receipt requested, or by prepaid telegram and
addressed as set forth herein: If to the Independent Contractor: At
the address set forth below on the signature page.
If to the Company: Company name, address, Attention of (Name of
Person)
Any party hereto may change his address by giving notice in writing in
accordance with this paragraph stating the new address to each of the
other parties hereto. Commencing with the giving of such notice, such
newly designated address shall be said party's address for the
purposes of all notices or communications required or permitted to be
given pursuant to this Agreement.
4. Amendment.
No provision of this Agreement may be amended or added to except by an
agreement in writing signed by both of the parties hereto.
In witness whereof, the undersigned have executed this Agreement on
this _____ day of _____ (month), _____ (year).
Company Name
Signature
Title
Independent Contractor
Signature
Title
Again, I would stress that after you have made the modifications, you
take the contract and non-disclosure agreement to an attorney for a
consultation on the contents. Because you are serious enough to want
a legal contract then you definitely want to protect your interests in
these matters.
I hope these samples provided for you the needed information (I was
fortunate to locate them all at one site - and there are many more
creative-based contract and information there). If you need
clarification, please request it though I will not be at liberty to
offer any legal information since I am not trained or certified in
those matters: I'm just a writer who enjoys learning and your question
has enabled me to learn more about independent contractors contracts
and non-disclosure agreements. Thank you for the opportunity and good
luck on your project! : )
SEARCH TERMS AND LINKS:
"illustrator contract work for hire" Google search phrase
://www.google.com/search?hl=en&ie=ISO-8859-1&q=illustrator+contract+work+for+hire
Freelancer's FAQ
http://www.aw-wrdsmth.com/faq.html
Sample #1, Non-Disclosure Agreement
http://www.aw-wrdsmth.com/FAQ/Sample_One_Non_Disc_Agree.html
Sample #2 Non Disclosure Agreement
http://www.aw-wrdsmth.com/FAQ/Sample_Two_Non_Disc_Agree.html
Sample, Independent Contractor's Agreement
http://www.aw-wrdsmth.com/FAQ/indep_contr_agreement.html |
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