Please read and sign electronically to confirm agreement
to all terms of the Contractor Agreement below.
Independent Contractor Agreement
This Agreement is made between Heather Allison and The Golden Way LLC ("Client") and Jennifer Childers ("Contractor"), with a principal place of business at (enter address in form above).
1. Services to Be Performed
Contractor agrees to perform the following services:
Paid informational / teaching Masterclass for clientele of Heather Allison and The Golden Way LLC
2. Payment
In consideration for the services to be performed by Contractor, Client agrees to pay Contractor at the following rates: $200.
Contractor shall be paid within a reasonable time after Contractor submits an invoice to Client. The invoice should include the following: an invoice number, the dates covered by the invoice, and a summary of the work performed.
3. Expenses
Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes internet, phone, and any other utility or service expenses needed to perform the services specified, as well as any vehicle and travel expenses if necessary; vehicle or equipment expenses, maintenance and repair costs; any and all license fees and permits; insurance coverage and expenses; meals and any other incidental costs incurred by Contractor during the preparation or delivery or performance of the services specified. Contractor understands that the agreed upon payment for the work in this Agreement covers any and all expenses incurred by the Contractor to perform this work / these services.
4. Vehicles and Equipment
Contractor will furnish all equipment, tools, and materials used to provide the services required by this Agreement. Client will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement.
5. Independent Contractor Status
This Agreement does not constitute a hiring by either party. Under this Agreement, the Independent Contractor shall have an independent contractor status and shall not be an employee for any purpose, including but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state revenue and taxation code relating to income tax withholding at the source of income, workers' compensation, and other benefit payments and third party liability claims. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows :
Contractor has the right to perform services for others during the term of this Agreement.
Contractor has the sole right to control and direct the means, manner, and method of performance of the services in achieving the result of the work to be performed. The Client retains the right to inspect, stop, or alter the work of the Independent Contractor to assure its conformity with this Agreement.
Contractor shall select the hours and days and order that any preparatory work is performed. Contractor and Client will agree upon a set date and time to perform the final deliverables and services specified in this Agreement.
Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement.
The services required by this Agreement shall be performed by Contractor, Contractor's employees, or contract personnel, and Client shall not hire, supervise, or pay any assistants to help Contractor.
Neither Contractor nor Contractor's employees or contract personnel shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement.
Neither Contractor nor Contractor's employees or contract personnel shall be required by Client to devote full time to the performance of the services required by this Agreement.
6. Business Licenses, Permits, and Certificates
Contractor represents and warrants that Contractor and Contractor's employees and contract personnel will comply with all federal, state, and local laws requiring any licenses, business permits, and certificates required to carry out the services to be performed under this Agreement.
7. State and Federal Taxes
Client will not:
• withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf
• make state or federal unemployment compensation contributions on Contractor's behalf, or
• withhold state or federal income tax from Contractor's payments.
Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made.
8. Fringe Benefits
Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.
9. Unemployment Compensation
Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
10. Workers' Compensation
Client shall not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers' compensation insurance to the extent required by law and provide Client with a certificate of workers' compensation insurance before the employees begin the work.
11. Insurance
Client shall not provide insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Contractor shall obtain proper insurance coverage for Contractor’s industry, and to cover general liability, personal injury and property damage, and shall maintain it during the entire term of this Agreement.
12. Indemnification and Hold Harmless
The Independent Contractor agrees to indemnify and hold harmless the Client from any and all claims by the Independent Contractor, which may arise out of and in the course of the performance of his or her duties hereunder. This section shall not affect any other remedies either party may have under this Agreement. The Independent Contractor expressly waives any and all claims for unemployment benefits and/or workers' compensation benefits, and shall maintain same as necessary in connection with the performance of services required by the Client.
13. Term of Agreement
This agreement will become effective when signed by both parties and will terminate on the date Contractor completes the services required by this Agreement.
14. Terminating the Agreement
With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written notice. Either party may terminate this Agreement at any time by giving 14 days' written notice to the other party of the intent to terminate.
15. Exclusive Agreement
This is the entire Agreement between Contractor and Client.
16. Modifying the Agreement
This Agreement may be modified only by a writing signed by both parties.
17. Resolving Disputes
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Kitsap County, WA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Kitsap County, WA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
18. Confidentiality
Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on Client's behalf.
Proprietary or confidential information includes:
• any written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use
• business or marketing plans or strategies, customer lists and / or identities, operating procedures, trade secrets, design formulas, know-how and processes, discoveries, and improvements of any kind, financial information, program or course information, or anything else deemed material to the Client’s business
• information belonging to customers and suppliers of Client about whom Contractor gained knowledge as a result of Contractor's services to Client
Upon termination of Contractor's services to Client, or at Client's request, Contractor shall deliver to Client all materials in Contractor's possession relating to Client's business.
Contractor acknowledges that any breach or threatened breach of Clause 18 of this Agreement will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 18 of this Agreement. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law.
19. Proprietary Information.
A. The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, documentation, inventions, creations, works, work-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.
B. 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.
C. The Client will be entitled to use Contractor’s name and/or likeness use in advertising and other materials.
D. The Work Product itself will be the sole property of the Client upon its completion. Contractor hereby grants Client the unconditional and irrevocable right to reproduce the Recording in any format, and to distribute, sell, prepare derivative works, advertise and publicize the Recordings without further compensation to Contractor. Client may edit the Recordings at its discretion. Client shall own the worldwide rights, title and interest, including copyright in, and to, the Contractor’s Recording. However, Contractor shall also retain the right to use his or her own previously-held and proprietary information, terms and concepts for Contractor’s own use, as well.
20. No Partnership
This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.
21. Assignment and Delegation
Either Contractor or Client may assign rights and may delegate duties under this Agreement.
OR
Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Client's prior written approval.
22. Applicable Law
This Agreement will be governed by California law, without giving effect to conflict of laws principles.