Agency Agreement For Independent Contractor | Terms & Conditions
- Terms & Conditions:
The Contractor’s right to compensation for services rendered under this agreement is at risk and shall be subject to the Agency’s acceptance of such services. The Agency shall accept all services provided by the Contractor in accordance with the express specifications for such services communicated by the Agency to the Contractor in advance of the Contractor’s performance of such services.
Should the Contractor fail to meet the agreed vision, judged at the discretion of the Agency, the Agency shall indicate its request for one round of revisions. Following one round of revisions, if the Contractor fails to meet the agreed vision, the Agency shall indicate its rejection of services provided by the Contractor by delivering a notice of rejection to the Contractor no later than the conclusion of the fifth (5th) day after receipt of the Contractor’s invoice for such services.
The Agency shall retain the Contractor for the following term: until canceled in writing by either party. In the event that this Agreement is canceled by the Agency at a time when one or more projects undertaken by the Contractor have not been completed, unless the parties agree otherwise, or the Agency has indicated its rejection of services provided, the Contractor will be paid: 1) for work performed on a professional fee per hour basis, all of its per-hour fees, all fees and charges then due the Contractor’s suppliers for their work on the projects and all other out-of-pocket expenses incurred as of the date of the Agency’s notice of cancellation and/or 2) for work performed for specified projects for a fixed fee, the same percentage of the fixed fee as the percentage of the total services to be performed by the Contractor on the project that the Contractor has performed as of the date of the Agency’s notice of cancellation, all fees and charges then due the Contractor’s suppliers for their work on the project(s) and all other out-of-pocket expenses incurred as of that date.
The Agency shall pay the Contractor a professional fee per hour or a fixed fee for specified projects as mutually agreed upon for various services as might be requested by the Agency, plus reimbursement of documented, reasonable and proper out-of-pocket expenses previously approved by the Agency, such as auto at $0.50/mile when required for client projects (excluding commuting to/from the Agency), authorized travel, etc.
- Indemnification and Hold Harmless:
The Contractor shall indemnify and hold harmless the Agency of, from and against all claims of liability based upon the negligent actions, errors and omissions of the Contractor, and all of the Agency’s expenses, including reasonable attorney’s fees, arising out of or incident to such actions, errors and omissions. Such indemnity shall extend exclusively to the Agency’s direct damages resulting from the aforesaid actions, errors and omissions of the Contractor, and the Contractor shall in no event be liable to the Agency for any indirect or consequential damages as a result of the Contractor’s performance of this Agreement.
- Confidential Information and Trade Secrets:
The Contractor from time to time in the course of performing services as provided herein may gain access to trade secrets and/or confidential business information of the Agency, potential clients and/or clients of the Agency. The Contractor agrees not to disclose and to keep secret all such trade secrets and confidential business information.
- Non-Circumvention Clause:
During the term of this Agreement, Contractor agrees not to directly or indirectly solicit, interfere with, endeavor to entice away or contract with any customer, client or prospect, as hereinafter defined, of the Agency which customer or client has been provided services by the Agency at any point in time within the three (3) years prior to the time Vendor desires to or does solicit, interfere with, endeavor to entice away or contract with. For purposes of this Agreement, the term “prospect” is defined as a person or entity which, within one (1) year of Vendor’s intention to solicit said person or entity, said person or entity requested information or was given a presentation by the Agency.
- Relationship Between Parties:
The Contractor is retained by the Agency only for the purpose and to the extent set forth in this agreement. The Contractor’s relation to the Agency during the term of their agreement is that of an independent contractor, and the Contractor shall be free to dispose of such portion of its entire time, energy, and skill during regular business hours as it is not obligated to devote thereunder to the Agency in such a manner as it sees fit except as otherwise limited by their agreement.The Contractor shall not be considered under the provisions of their agreement or otherwise as having an employee status or as being entitled to participate in any plans, arrangements or distributions by the Agency pertaining to or in connection any pension, stock, bonus, profit-sharing or other benefits for the regular employees of the Agency.
The Contractor is responsible for the cost and procurement of the following insurance, with the greater of any range of coverage limits that are listed. If the Agency requests proof of insurance, you will share it as soon as is reasonable, and if there are additional forms and kinds of insurance that are considered reasonable and customary to other similarly situated business, you should also carry that insurance coverage, even if it is not specifically listed below.
- Worker’s Compensation-Statutory and Employer’s Liability: $500,000 per accident, per employee.
- Commercial General Liability (occurrence form), including contractual liability and Errors & Omissions, in a combined limit for bodily injury and property damage: $1,000,000 per occurrence.
The Contractor agrees not to provide competitive services directly or indirectly, or in any way to do business in competition with the Agency, with clients and/or potential clients to whom the Contractor was introduced by the Agency for a period of two (2) years from the date of cessation of this agreement.
The Contractor understands that the Agency may from time to time use his/her name(s) in the course of normal business activities, including but not limited to various proposals and verbal, written, public relations, and advertising promotion the Contractor approves of the use of his/her name for these purposes.
It is understood by the Contractor that acceptance of any assignment(s) from the Agency carries the responsibility that any and all such assignments will be executed within an agreed upon timeframe or schedule.
- Entire Agreement:
This agreement constitutes the entire agreement of the parties and may not be changed or modified except by an agreement in writing signed by both parties.
- Applicable Law and Arbitration:
The parties agree that their Agreement shall be governed by the laws of Wisconsin and that all claims and disputes arising out of or in connection with their Agreement shall, except if submitted to arbitration as provided for herein, be adjudicated exclusively in the Courts of Wisconsin. Agency and Contractor each consent to the jurisdiction of the Courts of Wisconsin. Service of process by certified or registered mail, return receipt requested shall be sufficient to commence suit and Agency and Contractor each waive any right to personal service of process.
If either party so directs, any controversy or claim arising out of or related to this Agreement or the performance or breach hereof shall be resolved in Wisconsin by binding arbitration in accordance with the rules and procedures then obtaining of the American Arbitration Association.
Subject to the provisions below, the Contractor assigns the Agency and/or its clients, and the Agency accepts, the copyrights applicable to all final work product developed by the Contractor during the course of the Contractor’s performance of projects for the Agency pursuant to this Agreement, for which payment in full is received by the Contractor. The foregoing assignment includes the Contractor’s copyrights in:a) Those designs, layouts, illustrations, digital files, photographic positive(s) and negative(s) which appear in the final work product provided by the Contractor to the Agency (“work product”) created by the Contractor during the course of its performance of services pursuant to this Agreement; andb) Work product that has been obtained by the Contractor from a third party on the Agency’s behalf, for which the Agency has made the payments necessary to enable the Contractor to secure an assignment of copyright from such third party(ies). The foregoing assignment conveys to the Agency all future reproduction rights, including the rights to revise, retouch, alter, edit and resell the assigned work product.
To avoid misunderstanding, this assignment does not include any copyrights in:
a) Any work product that has been obtained by the Contractor from a third party in the Agency’s behalf for which the Agency has failed to make the payments necessary to enable the Contractor to secure an assignment of copyright from such third party(ies), or
b) Those documents of work product that are supplied to the Contractor by the Agency (i.e., logos, stock photos, etc.).
Upon request, the Agency may grant to the Contractor the right to exhibit work product subject to the foregoing assignment of copyright to third parties for the purpose of showing clients and potential clients of the Contractor examples of its work, given the work has been previously made public. Permission must first be obtained by the Agency.
No invoices will be payable by the Agency unless acknowledgment of this agreement has been made to the conditions set forth herein and contract has been returned to the Agency. The seller hereby warrants that he/she is the owner of the copyright to the work being sold and agrees to hold the Agency harmless against other claims to such ownership. NOT WITHSTANDING ANYTHING TO THE CONTRARY CITED ABOVE, ACCEPTANCE AND EXECUTION OF THIS AGREEMENT WILL BE DEEMED ACCEPTANCE OF ALL ITS CONDITIONS, (INCLUDING THE “COMPLETE BUYOUT” PROVISION) UNLESS SPECIFICALLY MUTUALLY AGREED AND NOTED OTHERWISE, EVEN IN THE ABSENCE OF THE CREATOR’S MARKING ON THE DIGITAL ORDER THAT THEY HAVE READ AND AGREE TO THE TERMS AND CONDITIONS..
This agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto.