In this Agreement, the party who is contracting to receive the services shall be referred to as "Company", and the party who will be providing the services shall be referred to as "Independent Contractor."
Beginning start date of the campaign to the end, the Independent Contractor will provide the following services (collectively, the "Services"):
The Company will pay compensation to the Independent Contractor for the Services. Payments will be made as follows:
This Agreement may be terminated by either party immediately upon a written notice. Furthermore, the Independent Contractor has the ability to terminate this Agreement "at will." A regular, ongoing relationship of indefinite term is not contemplated. The Company has no right to assign services to the Independent Contractor other than as specifically contemplated by this Agreement. However, the parties may mutually agree that the Independent Contractor shall perform other services for the Company, pursuant to the terms of this Agreement.
It is understood by the parties that the Independent Contractor is an Independent Contractor with respect to the Company, and not an employee of the Company. The Company will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Independent Contractor.
It is contemplated that the relationship between the Independent Contractor and the Company shall be a non-exclusive one. The Independent Contractor also performs services for other organizations and/or individuals. The Company has no right to further inquire into the Independent Contractor's other activities.
The Independent Contractor has no desk or other equipment either located at or furnished by the Company. Except to the extent that the Independent Contractor works in a territory as defined by the Company, his or her services are not integrated into the mainstream of the Company's business.
The Independent Contractor has no set hours of work. There is no requirement that the Independent Contractor work full time or otherwise account for work hours but certain expected vehicle miles.
The Independent Contractor's business and travel expenses are to be paid by the Independent Contractor and not by the Company.
Independent Contractor may have had access to proprietary, private and/or otherwise confidential information ("Confidential Information") of the Company. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Company, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Company, and any and all trade secrets, customer lists, or pricing information of the Company. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Independent Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Independent Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. The Independent Contractor will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Independent Contractor will return to the Company all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Independent Contractor during the term of this Agreement.
The Independent Contractor acknowledges the Independent Contractor's obligation to obtain appropriate insurance coverage for the benefit of the Independent Contractor (and the Independent Contractor's employees, if any). The Independent Contractor waives any rights to recovery from the Company for any injuries that the Independent Contractor (and/or Independent Contractor's employees) may sustain while performing services under this Agreement and that are or are not a result of the negligence of the Independent Contractor.
The Independent Contractor agrees to indemnify and hold harmless the Company from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Company that result from the acts or omissions of the Independent Contractor.
An "employer-employee" or "principal-agent" relationship is not created merely because (1) the Company has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Company has or retains the right to stop work done improperly. The Independent Contractor has no right to act as an agent for the Company and has an obligation to notify any involved parties that it is not an agent of the Company.
This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
This Agreement shall be governed by the laws of the State of Arizona. This Agreement is effective as of the date first above written.