WHEREAS, NONC desires to avail itself of the services of Contractor and Contractor desires to make Contractor’s services available to NONC upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the agreements herein contained, the Parties hereto agree as follows:
Contractor hereby agrees to perform, at NONC’s request, the following services (collectively, the “Services”) on a non-exclusive basis during the term of this Agreement:
- [Services offering]; and
- Perform such other services as are mutually agreed to by the Parties in writing.
Contractor further agrees that Contractor will use Contractor’s best efforts during the performance of the Services to promote the interests of NONC and to devote to the business and affairs of NONC during the term of this Agreement such portion of Contractor’s time and energies as are necessary to perform the Services. Contractor shall perform the Services in an efficient, expeditious, professional and skillful manner.
Contractor shall be responsible, at Contractor’s own expense, for complying with all federal, state, and local laws, ordinances, rules, regulations, orders, licenses, permits and other governmental requirements applicable to the Services to be performed by Contractor during the term of the Agreement, including, but not limited to, any such requirements imposed upon NONC with respect to the Services.
TERM OF AGREEMENT AND TERMINATION.
The term of this Agreement shall commence on the Effective Date. Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party.
FEES; EXPENSES; PAYMENT.
- Rate of Compensation. Contractor shall receive as compensation a fee of $[Contractor’s hourly rate] per each hour worked by Contractor and approved by NONC.
- Expenses. Contractor shall be responsible for payment of all expenses incurred by Contractor in the performance of the Services, including without limitation all ordinary-course-of-business expenses.
- Payment. Contractor shall submit a full and accurate accounting of Contractor’s hours worked pursuant to this Agreement on a weekly basis (each such weekly submission the “Worked Hours”), via QuickBooks or another method that NONC may determine in its sole discretion, by no later than 11:59PM Mountain Time each Sunday (the “Deadline”). Contractor’s failure to provide the Worked Hours by the Deadline in any given week will result in a $25 penalty assessed to Contractor. NONC shall pay Contractor for the Worked Hours via direct deposit on the Friday following each Deadline.
NONDISCLOSURE AND CONFIDENTIALITY.
- Contractor may not, directly or indirectly, at any time during the term of this Agreement or thereafter, and without regard to when or for what reason this Agreement expires or terminates, divulge, furnish, make accessible, or permit the disclosure to anyone (other than NONC or other persons employed or designated by NONC) any Confidential Information.
- “Confidential Information” means any knowledge or information of any type whatsoever acquired by Contractor in the course of providing the Services to NONC during the period beginning on the first day of Contractor’s service relationship with NONC (whether prior to or as of the Effective Date) through the effective date of expiration or termination of this Agreement, either directly or indirectly, in writing or orally, including, but not limited to, knowledge or information relating to the expertise, processes, methods, plans, needs, strategies, affairs, finances, business, operations or activities of NONC, business and activities relating to the Services rendered under this Agreement, all originals, recorded and unrecorded copies of Confidential Information (including information derived therefrom and portions thereof), all written or audio materials obtained, generated, produced or otherwise acquired during the course of the Services, notes, documents, charts, lists, data, models, analytics, research, analyses, digital assets, computer files, electronic mail messages, phone logs or other memoranda (whether handwritten, typed, or otherwise created), data and other proprietary information related to the Services or NONC. Information shall be deemed to be Confidential Information even if no legal protection has been obtained or sought for such information under applicable laws and whether or not Contractor has been notified that such information is Confidential Information.
- Contractor agrees that the terms and conditions of this Agreement and all Services performed by Contractor hereunder shall be treated by Contractor in the strictest confidence and shall not be disclosed to any third party other than persons authorized by NONC to receive such information.
- Contractor shall not be liable for disclosure of Confidential Information if such disclosure is pursuant to judicial action or other lawfully compelled disclosure, provided that Contractor notifies NONC, by registered mail, of the need for such disclosure within five (5) days after such need becomes known and gives NONC a reasonable opportunity to contest such disclosure or seek other appropriate relief.
- Upon expiration or termination of this Agreement for whatever reason, or upon written request by NONC, Contractor shall return all Confidential Information to NONC within forty-eight (48) hours, regardless of the form in which Confidential Information appears or is stored (including information stored on drives, tapes, computer discs, compact discs or other media).
OTHER CONTRACTOR SERVICES.
NONC and Contractor agree that Contractor may provide independent contractor services to other individuals or entities; provided, however, that any such services must strictly comply with the provisions of this Agreement, including, without limitation, the following: (a) such other independent contractor services shall in no way impair Contractor’s ability to provide the Services to NONC pursuant to this Agreement; (b) Contractor shall observe in full in relation to work performed for other individuals or entities the confidentiality requirements set forth in Section 4 of this Agreement; (c) Contractor shall avoid, at all times during this Agreement and for two (2) year following its expiration or termination, (i) activities in the service of other individuals or entities, including without limitation NONC clients and competitors, that could present in fact or in appearance a conflict with the interests of NONC, and (ii) establishing a business or other entity that could present in fact or in appearance a conflict with the interests of NONC; (d) Contractor shall not use any NONC resources or Confidential Information in connection with Contractor’s work for any other client; and (e) while performing work for other individuals or entities, Contractor shall not have any authority, actual or apparent, to act on behalf of NONC and shall not be an agent of NONC.
BREACH BY CONSULTANT.
Each Party recognizes that the Services to be rendered under this Agreement by Contractor are special, unique and extraordinary in character, and that in the event of breach by Contractor of the terms and conditions of this Agreement to be performed by Contractor, NONC shall be entitled, if NONC so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to seek damages for any breach of this Agreement, to obtain an injunction restraining Contractor from committing or continuing any violation of this Agreement (including, without limitation, the provisions of Section 4), or to enforce the specific performance of this Agreement by Contractor.
- Contractor agrees to indemnify and hold harmless NONC and NONC’s directors, officers, representatives, agents and employees against any and all losses, liabilities, damages, demands, settlements, judgments, costs and expenses, including reasonable attorneys’ fees, sustained as a result of, or arising in connection with, (i) any suit, claim, action, or demands of any kind arising from or in connection with any act, error, or omission on the part of Contractor or any other person or entity retained by Contractor in the performance of the Services pursuant to this Agreement, or (ii) Contractor’s breach or alleged breach of any of the representations, warranties, requirements, or obligations set forth in this Agreement.
- Contractor shall obtain, at its own expense and prior to the commencement of the Services, healthcare professional liability insurance, which must at a minimum include professional liability coverage and workplace/premises liability coverage, with limits of not less than $500,000 per claim and $1,000,000 in the aggregate. NONC will be named as an additional insured on such insurance policies. All such policies will further waive any right of contribution from insurance held or owned by NONC. A certificate of insurance evidencing such coverage will be provided to NONC upon request and must provide that such insurance may not be materially altered or canceled on less than fifteen (15) days’ prior written notice to NONC.
INDEPENDENT CONTRACTOR; NO CREATION OF PARTNERSHIP RELATION.
- Contractor shall perform the Services as an independent contractor with respect to NONC, and nothing in this Agreement shall create, or be deemed to create, any relationship of employer and employee or of master and servant between NONC and Contractor. As an independent contractor, Contractor acknowledges and agrees that Contractor shall be responsible for payment of all applicable obligations to local, state and/or federal governmental agencies arising in connection with Contractor’s performance of the Services, including, but not limited to, income tax, unemployment tax and business registration fees.
- Contractor specifically waives all claims to or interest in any employee benefits that NONC may provide for its employees.
- Contractor acknowledges and agrees that this Agreement in no way creates a partnership relationship between Contractor and NONC. Contractor has no authority under this Agreement to enter into contracts on behalf of NONC.
Ownership of Work Product.
All work product created by Contractor for NONC, and other materials produced, developed, generated, updated, refined or obtained by Contractor in furtherance of, or in connection with, the Services from the Effective Date onward, and all intellectual property rights therein, in each case shall become and remain the exclusive property of NONC (collectively, the “Work Product”). The Work Product shall be deemed to be Confidential Information and Contractor shall within forty-eight (48) hours return all such Confidential Information to NONC upon NONC’s request and/or the expiration or termination of this Agreement. Contractor shall not publish, distribute or otherwise make available to any third party any Work Product without the prior written consent of NONC.
The rights, obligations and interests of Contractor under this Agreement may not be sold, transferred, assigned, pledged or hypothecated. The rights, obligations and interests of NONC hereunder shall be binding upon and run in favor of the assigns of NONC. In the event of any attempted assignment or transfer of rights, obligations or interests hereunder contrary to the provisions of this Section 10, such attempted assignment shall be deemed to be null and void and of no further effect, and NONC shall have no further obligations or liability for payments hereunder.
USE OF SUB-CONTRACTORS.
Contractor is not permitted to hire or utilize subcontractors to provide Services pursuant to this Agreement.
GOVERNING LAW; VENUE; CAPTIONS.
This Agreement contains the entire agreement between the Parties and shall be governed by the law of the State of Colorado without reference to its choice of law principles to the contrary. Any action or claim whatsoever related to this Agreement shall be brought in the district or federal courts located in Jefferson County, Colorado, and each Party hereby consents to the jurisdiction and venue of the district and federal courts located in Jefferson County, Colorado in connection with any such action or claim. This Agreement may not be changed orally, and may be amended or modified only by an agreement in writing signed by the Parties. Section headings are for convenience of reference only and shall not be considered a part of this Agreement.
PRIOR AGREEMENTS; COUNTERPARTS.
This Agreement supersedes and terminates all prior agreements (whether written or oral) between the Parties relating to the subject matter herein addressed. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mail, postage prepaid, addressed, in the case of Contractor, to [contractor’s address]; and in the case of NONC, to 200 Union blvd
#200 Lakewood, CO 80228; or such other address as shall have been specified in writing by either Party to the other.
The rights and obligations of the Parties under Sections 4, 5, 6, 7, 8, 9, 10, 12, 13, and 14, and any accrued obligations, including accrued payment obligations pursuant to Section 3, will survive expiration or termination of this Agreement by either Party for any reason. All other rights and obligations will not survive termination or expiration.
IN WITNESS WHEREOF, NONC and Contractor each has caused this Independent Contractor Agreement to be executed effective as of the Effective Date.