• How to Start and Grow a Think Tank
• Grassroots Leadership Guide to K-12 Education Reform
  • Prologue
  • Decide What Type of Organization You Want to Become
  • Building and Maintaining an Effective Board
  • Get Things Up and Running
  • Legal Reference Material
    • Overview
    • Sample Institute Statutes
    • Contribution Policy
    • General Independent Contractor Agreement
    • Conflict of Interest Policy
  • Organize Your Staff and Volunteers
  • Examples of Programs and Operational Materials
  • Building Coalitions
  • Getting Your Message Out/Media Relations
  • Talking with Legislators
  • Raising Money
  • History of School Choice
  • Education Reform Research and Resources
  • Resources
• Taking Donors Seriously
• Fundraising Fundamentals

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General Independent Contractor Agreement

This Independent Contractor's Agreement ("the Agreement") is made between ORGANIZATION NAME ("company") with a principal place of business at ADDRESS and ("Contractor"), with a principal place of business at. This Agreement will become effective on June 1, 200x and will end no later than December 31, 200x.

Company is in need of services that Contractor agrees to provide.

NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of the mutual covenants and agreements set forth herein, hereby agree as follows:

SECTION 1: ENGAGEMENT
Contractor agrees to perform the services as described in Exhibit A (collectively "the Services"), which is attached to this Agreement. In the event of any conflict between this Agreement and the annexed Exhibit A, the Agreement shall control.

SECTION 2: COMPENSATION
A. In consideration for the services to be performed by Contractor, Company agrees to pay Contractor at the rate of $xx per month according to the terms of payment set out below.

B. Company's Maximum Liability
Unless otherwise agreed in writing, Company's maximum liability for all services performed during the term of this Agreement shall not exceed $xx.

C. Terms of Payment
Contractor shall submit an invoice to Company monthly for the work performed during that month. Said invoice should include: an invoice number, the dates covered by the invoice and a summary of the work performed. Company shall pay Contractor's fee within 10 days after receiving the invoice.

D. Fringe Benefits
Contractor, Contractor's employees or contract personnel are not eligible to participate in any employee health, pension, sick pay, vacation pay or other fringe benefit plan of Company.

E. Workers' Compensation
Company 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 and provide Company with a certificate of workers' compensation insurance before the employees begin the work. If not operating as a corporation, Contractor shall obtain workers' compensation insurance coverage for Contractor.

F. Unemployment Compensation
Company 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.

SECTION 3: STATUS AND RELATIONSHIP
A. The Contractor agrees to perform the Services hereunder solely as an independent contractor. Contractor is not Company's employee. Contractor's employees or contract personnel are not Company's employees. In further demonstration of Contractor's independent contractor status, and to elaborate on the relationship between Contractor and Company, which is consistent with an independent contractor relationship, Contractor and Company agree to the following rights:

i) Contractor has the right to perform services for others during the term of this Agreement.

ii) Contractor has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.

iii) Contractor is not authorized to enter into or commit Company to any agreements, and the Contractor shall not represent itself as the agent or legal representative of the Company.

iv) Company shall not hire, supervise or pay any assistants to help Contractor; the Contractor or Contractor's employees or contract personnel shall perform the services required by this Agreement.

v) Neither Contractor nor Contractor's employees or contract personnel shall receive any training from Company in the skills necessary to perform the services required by this Agreement.

vi) Contractor has the sole right to control, supervise and direct the method, means, and manner by which the services required by this Agreement will be performed.

vii) Contractor has the right to perform the services required by this Agreement at any place, location or time.

viii) All equipment and materials used to provide the services required by this Agreement shall be furnished or provided by Contractor.

ix) Company shall not require Contractor or Contractor's employees or contract personnel to devote full time to performing the services required by this Agreement.

x) Contractor acknowledges and agrees that, except for Section 2, it shall not be entitled to, and the Company not be obligated to pay, any monies or other compensation for the Services provided and rights granted under this Agreement.

B. State and Federal Taxes
Contractor shall pay all taxes incurred while performing services under this Agreement--including all applicable income taxes and, in the event Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide Company with proof that such payments have been made.

Under no circumstances will Company:

i) withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf

ii) make state or federal unemployment compensation contributions on Contractor's behalf, or

iii) withhold state or federal income tax from Contractor's payments.

C. Expenses
The Company will reimburse the 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. Expenses not eligible for reimbursement include but are not limited to insurance premiums; license fees and all expenses incurred with respect to license fees; memberships and dues; automobile expenses; and all salary, expenses and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement.

SECTION 4: WARRANTIES

A. Contractor has complied with all federal, state and local laws requiring business permits, certificates and licenses required to carry out the services to be performed under this Agreement.

B. The materials shall be original, clear and presentable in accordance with generally applicable standards in the industry.

C. The materials shall 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 an y 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;

D. The Contractor will perform the Services in accordance with the specifications established by the Company and industry standards.

E. The Company shall not be liable for injury or death occurring to the Contractor or any of its employees or other assistants in the course of performing this Agreement.

SECTION 5: TERM AND TERMINATION

A. This Agreement may be terminated with or without cause by either party upon thirty (30) days prior written notice.

B. Equitable Remedies
Contractor acknowledges and agrees that performance of Contractor's covenants, agreements and other obligations are vital and unique to the accomplishment of the purpose of this Agreement, and that any breach or default thereof would give rise to significant and irreparable injury to Company for which money damages are an inadequate remedy.

Therefore, if any action is instituted by or on behalf of Company to enforce any of the terms or provisions of this Agreement, Contractor hereby waives the claim or defense thereto that Company has an adequate remedy at law or has not been, or is not being, irreparably injured thereby, and the same shall be enforceable in a court of equity by temporary or permanent injunction, restraining order or decree of specific performance. Contractor further agrees that in the event any such action is instituted by or on behalf of Company, Contractor shall be responsible for all damages incurred by Company in connection with such breach or default, including Contractor's own attorney's fees. The remedies provided in this Section shall be cumulative and not exclusive, and in addition to any remedies which Company may have pursuant to this Agreement or applicable law.

C. Upon termination by either party, Contractor shall provide to Company any and all copies, in whole or in part, of the materials (as they exist) and any and all tangible materials the Company provided to the Contractor in connection with this Agreement.

D. Contractor shall have no authority to bind Company by any promise or representation, including those related to expenses, unless specifically authorized by the Company.

SECTION 6: GENERAL TERMS

A. Indemnify
Contractor shall indemnify and hold Company harmless from any loss or liability arising from performing services under this Agreement.

B. Exclusive Agreement
This document and any Attachments constitutes the entire Agreement between the parties, and no promises or representations, other than those contained here and those implied by law, have been made by Company or Contractor. Any modifications to this Agreement must be in writing and signed by Company and Contractor.

C. Severability
In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement.
All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law.

D. Applicable Law
This Agreement will be governed by the laws of the state of California.

E. Paragraph Headings
The headings of particular paragraphs and subparagraphs are inserted only for convenience and are not part of this Agreement and are not to act as a limitation on the scope of the particular paragraph to which the heading refers.

F. Notices
All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:

i) when delivered personally to the recipient's address as stated on this Agreement

ii) three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated on this Agreement, or

iii) when sent by fax or telex to the last fax or telex number of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.

G. No Partnership or Authority
Contractor does not have authority to enter into contracts on Company's behalf. This Agreement does not create a partnership relationship.

SECTION 7: RESOLVING DISPUTES

A. 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 Oakland, California. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties.

B. If the dispute is not resolved within 30 days after it is referred to the mediator, any party may take the matter to court.

SECTION 8: NON-DISCLOSURE AGREEMENT

A. Confidential information
Contractor acknowledges that during the term of this Agreement, by virtue of the position of trust and confidence he or she will occupy in the Company, said Contractor will be exposed to confidential information belonging to the Company (the "Confidential Information"). Confidential Information includes such of the Company's Company lists, donor lists, potential donor lists, and related Company/donor information; proprietary SPN operating manuals and procedure documentation specific to SPN; e-mail lists, mailing lists and other contact information in regard to SPN members; information related to marketing, sales and product development, knowledge and information, whether acquired directly or indirectly from the Company or from an affiliate, director, officer employee independent contractor, 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 or information concerning a prospective Company's/donor interests, needs and strategic objectives. 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 it Confidential Information would cause substantial loss to the Company both monetarily and in terms of loss of goodwill and competitive position.

B. Contractor agrees that he/she shall hold all Confidential Information in trust. Contractor acknowledges the existence of internal measures and systems implemented by the Company to protect its Confidential Information and agrees to comply with and respect the integrity of same. Contractor agrees that neither the 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 of such termination, divulge, disclose, convey, transmit or make known or available to any person or entity any Confidential Information.

C. Contractor agrees that he/she will secure from any person or entity under his/her control, the person's or entity's written agreement to be bound by Section 8 of this Agreement before Contractor discloses any Confidential Information to such person or entity. Contractor will forward such written agreement to the Company upon receipt.

D. Contractor further agrees not to sue or exploit or attempt to use or exploit in any way or manner whatsoever Confidential Information for the benefit of the Contractor or the benefit of any other person or entity other than the Company.

E. On or before the termination of this Agreement, without regard to the reason for such termination, the Contractor shall forthwith return to the Company all papers, books, records, notes, Company/donor lists, computer printouts, financial information, marketing plans, and all other documents, data and property pertaining to Confidential Information. These items shall be returned at Company expense via a shipping method deemed reasonable by the Company. Contractor agrees to take whatever steps necessary or requested by the Company to ensure that Confidential Information is kept confidential. Contractor shall not copy or remove Confidential Information at any time except as required by his/her duties under this Agreement.

SECTION 9: FAXED SIGNATURES

Contractor and Company agree that this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Signatures transmitted by facsimile shall have the same effect as original signatures.

Signatures
Company: <insert Company>
Name of Company: <insert signator name>
by_____________________________________
(Signature)
_________________________________________
(Typed or Printed Name)
Title: President
Date: ___________________________________

Contractor:
Name of Contractor:
By: _____________________________________
(Signature)
_________________________________________
(Typed or Printed Name)
Title: __________________________________

Date: ___________________________________