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INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into as of the 18th day of October 1999 between Wilco,Inc., an Oregon corporation, hereafter “the Company” and John Doe, hereafter “theContractor.
1.
Independent Contractor.
Subject to the terms and conditions of this Agreement,the Company hereby engages the Contractor as an independent contractor toperform the services set forth herein, and the Contractor hereby accepts suchengagement.This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Company for any purpose. The Contractor is will remain anindependent contractor in (his or her) relationship to the Company. The Companyshall not be responsible for withholding taxes with respect to the Contractor’scompensation hereunder and it is the Contractors sole responsibility to pay anyFederal, State, or local taxes as required by law. The Contractor shall have no claimagainst the Company hereunder or otherwise for vacation pay, sick leave, retirementbenefits, social security, workers compensation, health or disability benefits,unemployment insurance benefits, or employee benefits of any kind,
2. Duties, Term, and Compensation.
The Contractors duties, term of engagement,compensation and provisions for payment thereof shall be as set forth in the estimatepreviously provided to the Company by the Contractor and which is attached asExhibit A, which may be amended in writing from time to time, or supplemented withsubsequent estimates for services to be rendered by the Contractor and agreed to bythe Company, and which collectively are hereby incorporated by reference.
3.
 
Inventions
, Any and all inventions, discoveries, developments and innovations,including, but not limited to any visual, auditory, printed, or multi-media interactivecommunication works conceived by and/or created by the Contractor during thisengagement relative to the duties under this Agreement, shall be the exclusiveproperty of the Company; and the Contractor hereby assigns all right, title, andinterest in the same to the Company. Any and all inventions, discoveries,developments and innovations, including, but not limited any visual, auditory, printed,or multi-media interactive communication works conceived by and/or created by theContractor prior to the term of this Agreement and utilized by him or her in renderingduties to the Company are hereby licensed to the Company for use in its operationsand for an infinite duration.
4. Work for Hire.
Subject to the terms and conditions of this Agreement, theContractor acknowledges that any and all inventions, discoveries, development andinnovations, including, but not limited to any visual, auditory, printed, or multi-mediainteractive communication works conceived by and/or created by the Contractorduring this engagement relative to the duties rendered to the Company under thisagreement are expressly a “work for hire, and not a “joint work” as defined by thecopyright laws of the United States. The Company shall have and retain all theexclusive rights in the copyrighted work. The copyright in the work shall vest in theCompany as the author of the work. All work performed by the Contractor shallbecome the sole property of the Company.
 
 
5. Warranties of Originality.
The Contractor represents that any designs, drawings,photographs or text delivered by the Contractor in fulfillment of their work shall beoriginally authored for the Company and shall not infringe upon the copyrights,trademarks, service marks or trade dress of others.
6. Expenses.
During the term of this Agreement, the Contractor shall bill and theCompany shall reimburse (him or her) for all reasonable and approved out-of- pocketexpenses which are incurred in connection with the performance of the dutieshereunder. Notwithstanding the foregoing, expenses for the time spent by Contractorin traveling to and from Company facilities shall not be reimbursable.
7. Confidentiality.
The Contractor acknowledges that during the engagement be orshe will have access to and become acquainted with various trade secrets,inventions, innovations, processes, information, records and specifications owned orlicensed by the Company and/or used by the Company in connection with theoperation of its business including, without limitation, the Companys business andproduct processes, methods, customer lists, accounts and procedures. TheContractor agrees that he or she will not disclose any of the aforesaid, directly orindirectly or use any of them in any manner, either during the term of this Agreementor at any time thereafter except as required in the course of this engagement with theCompany. All files, records, documents, blueprints, specifications, information,letters, notes, media lists, original artwork/creative, notebooks, and similar itemsrelating to the business of the Company, whether prepared by the Contractor orotherwise coming into his or her possession, shall remain the exclusive property ofthe Company. The Contractor shall not retain any copies of the foregoing without theCompanys prior written permission. Upon the expiration or earlier termination of thisAgreement, or whenever requested by the Company, the Contractor shallimmediately deliver to the Company all such files, records, documents,specifications, information, and other items in (his or her) possession or under (his orher) control, The Contractor further agrees that (he or she) will not disclose (his orher) retention as an independent contractor or the terms of this Agreement to anyperson without the prior written consent of the Company and shall at all timespreserve the confidential nature of (his or her) relationship to the Company and of theservices hereunder
8. Conflicts of Interest: Non-hire Provision.
The Contractor represents that he orshe is free to enter into this Agreement, and that this engagement does not violatethe terms of any agreement between the Contractor and ally third party. Further; theContractor, is rendering that his or her duties shall not utilize any invention,discovery, development, improvement, innovation, or trade secret, including, but notlimited to any visual, auditory, printed, or multi-media interactive communication workin which he or she does not have a proprietary interest. During the term of thisagreement, the Contractor shall devote as much of his or her productive time, energyand abilities to the performance of his or her duties hereunder as is necessary toperform the required duties in a timely and productive manner, The Contractor isexpressly free to perform services for other parties while performing services for theCompany. For a period of six months following any termination, the Contractor shallnot, directly or indirectly hire, solicit, or encourage to leave the Companysemployment any employee, consultant, or contractor of the Company or hire away
 
such employee, consultant, or contractor who has left the Companys employment orcontractual engagement within one year of such employment or engagement.
9. Right to Injunction.
The parties hereto acknowledge that the services to berendered by the Contractor under this Agreement and the rights and privilegesgranted lo the Company under the Agreement are of a special, unique, unusual, andextraordinary character which gives them a peculiar value, the loss of which cannotbe reasonably or adequately compensated by damages in any action at law, and thebreach by the Contractor of any of the provisions of this Agreement will cause theCompany irreparable injury and damage. The Contractor expressly agrees that theCompany shall be entitled to injunctive and other equitable relief in the event of, or toprevent, a breach of any provision of this Agreement by the Contractor. Resort tosuch equitable relief, however, shall not be construed to be a waiver of any otherrights or remedies that tile Company may have for damages or otherwise. Thevarious rights and remedies of the Company under this Agreement or otherwise shallbe construed to be cumulative, and no one of the them shall be exclusive of anyother or of any right or remedy allowed by law.
10. Merger.
The merger or consolidation of the Company into or with any other entityshall not terminate this Agreement.
11. Termination.
The Company may terminate this Agreement at any time by 10working days written notice to the Contractor. In addition if the Contractor isconvicted of any crime or offense, falls or refuses to comply with the written policiesor reasonable directive of the Company, is guilty of serious misconduct in connectionwith performance hereunder, or materially breaches provisions of this Agreement, theCompany at any time may terminate the engagement of the Contractor immediatelyand without prior written notice to the Contractor
12. Successors and Assigns.
All of the provisions of this Agreement shall bebinding upon and inure to the benefit of the parties hereto and their respective heirs,if any, successors, and assigns
13. Choice of Law.
The laws of the state of Oregon shall govern the validity of thisAgreement, the construction of its terms and the interpretation of the rights andduties of the parties hereto.
14. Arbitration.
Any controversies arising out of the terms of this Agreement or itsinterpretation shall be settled in Multnomah County, State of Oregon, in accordancewith the rules of the American Arbitration Association, and the judgment upon awardmay be entered in any court having jurisdiction thereof. The Arbitration shall be finaland binding upon both The Company and the Contractor shall remain enforce untilsuch time at the decision is executed.
15, Headings.
Section headings are not to be considered a part of this Agreementand are not intended to be a full and accurate description of the contents hereof,
16. Waiver.
Waiver by one party hereto of breach of any provision of this Agreementby the other shall not
operate or be construed as a continuing waiver
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