This Contractor Agreement(“Agreement”) is entered into as of
by and between The Organizational Clinic, with a principal place of business at 146 Morgan Cir., Sebastian, FL, 32958("Company"), and
,an independent professional, with a principal place of business at
- Nature of Services. Contractor will provideservices in accordance with the stipulations indicated in the Contractor’sApplication(the “Services”). Company will own all copyrights associated withthe Services.Contractorwill perform such services in a diligent and workmanlike manner. The content,style, form and format of any work product of the Services shall be completely satisfactory to Company and shall be consistent with Company’s standards. Company agrees that Contractor's services may be rendered at any location selected by Contractor. Contractorhereby grants Company the right, but not the obligation, to use Contractor's, and Contractor’s employees’, name, voice, signature, and photograph in connection with and related to the Services.
- Relationship of the Parties. Contractorenters into this Agreement as, and shall continue to be, an independent contractor. All Services shall be performed only by ContractororContractor's employees. Under no circumstances shall Contractor, or any of Contractor's employees, look to Company as his/her employer, or as a partner, agent or principal. Neither Contractor, nor any of Contractor's employees, shall be entitled to any benefits accorded to Company's employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. Contractorshall be responsible for providing, at Contractor's expense, and in Contractor's name, unemployment, disability, worker's compensation and other insurance, as well as licenses and permits usual or necessary for conducting the Services.
- Compensation and Reimbursement. Contractor shall be compensated and reimbursed for the Services as set forth in the Company’s reimbursement schedule. Company reserves the right to make changes to its reimbursement schedule, once it gives a 30-day notice to Contractor. Completeness of work product shall be determined by Company in its sole discretion, and Contractoragrees to make all revisions, additions, deletions or alterations as requested by Company. No other fees and/or expenses will be paid to Contractor, unless such fees and/or expenses have been approved in advance by the appropriate Company executive in writing. Contractorshall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. Contractorhereby indemnifies and holds Company harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out of Contractor's failure with respect to its obligations in this Section (1.3).
- Personnel. Contractor represents and warrants to Company that its employees performing Services hereunder, if applicable,will have sufficient expertise, training and experience to accomplish the Services. Contractoragrees that all its personnelshall be compensated, taxes withheld, and other benefits made available as required by applicable law and regulations.
- Protection of Company's Confidential Information.
- Confidential Information. Company now owns and will hereafter develop, compile and own certain proprietary techniques, trade secrets, and confidential information which have great value in its business (collectively, “Company Information”). Company Information includes all information which has or could have commercial value or other utility in the business in which Company is engaged or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of Company, whether or not such information is identified by Company. By way of example and without limitation, Company Information includes any and all information concerning discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, and all derivatives, improvements and enhancements to any of the above. Company Information also includes third-partyinformation which is in Company's possession under an obligation of confidential treatment.
- Protection of Company Information. Contractoragrees that at all times during or subsequent to the performance of the Services, Contractorwill keep confidentialand not divulge, communicate, or use Company Information, except for Contractor's own use during the term of this Agreement to the extent necessary to perform the Services. Contractorfurther agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Company Information, in any manner that compromises the security of the information.
- Company Property. All materials, including without limitation;documents, drawings, drafts, notes, designs, computer media, electronic files and lists, including all additions to, deletions from, alterations of, and revisions in the foregoing (together the “Materials”), which are furnished to Contractorby Company or which are developed in the process of performing the Services, or embody or relate to the Services, the Company Information, are the property of Company, and shall be returned by Contractorto Company promptly at Company's request together with any copies thereof, and in any event promptly upon expiration or termination of this Agreement for any reason. Contractoris granted no rights in or to such Materials, the Company Information or the Innovations, except as necessary to fulfill its obligations under this Agreement. Contractorshall not use or disclose the Materials, Company Information or Innovations,to any third party.
- Commitments and Relationships. Contractor represents and warrants to Company thathe/she has no other agreements, relationships or commitments to any other person or entity which conflict with Contractor's obligations to Company under this Agreement. Contractoragrees not to enter into any agreement, either written or oral, in conflict with this Agreement.
- Contractor's Inventions, Innovationsand Copyrights.
- Power of Attorney. Contractorhereby irrevocably designates and appoints Company as Contractor's agent and Attorney-in-Fact, to act for and in Contractor's behalf and stead, for the limited purpose of doing lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights or other protections which employ or are based on Innovations with the same force and effect as if executed and delivered by Contractor.
- Representations and Warranties. Contractor represents and warrants to Company that (a) Contractorhas full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Company; that in performing under the Agreement; (b) Contractorwill not violate the terms of any agreement with any third party; and (c) the Services and any work product thereof are the original work of Contractor, do not and will not infringeupon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party. Contractorshall defend, indemnify and hold Company and its successors, assigns andlicensees harmless from any and all claims, actions and proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any claim, action or proceeding based upon or in any way related to Contractor's, or Contractor’s employees, breach or alleged breach of any representation, warranty or covenant in this Agreement, and/or from the acts or omissions of Contractoror Contractor’s employees.
- Termination of Agreement.
- Term. This Agreement shall be effective from its date of execution and shall remain in effect until itisterminated by either party in accordance with the terms and conditions of this Agreement. This Agreement is terminable by either party at any time, with orwithout cause, effective upon notice to the other party. If Company exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except that Company shall be obligated to compensate Contractorfor work performed up to the time of termination. If Contractorexercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately. Additionally, this Agreement shall automatically terminate upon Contractor’s death.
- Continuing Obligations of Contractor. The provisions of Sections 1.1 (as relates to creation and ownership of copyright), 1.2, 1.3, 2, 3, 4, 5.2, and 6 shall survive expiration or termination of this Agreement for any reason.
- Additional Provisions.
- Governing Law and Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in or near Indian RiverCounty, Florida. In any action or suitto enforce any rightor remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.
- Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Contractorshall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Company’s prior written consent which may be withheld as Company determines in its sole discretion. Any such purported assignment shall be void.
- Severability. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties.
- Entire Agreement. This Agreementconstitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
- Injunctive Relief. Contractor acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Contractor, Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.
- Authority. Contractorhas no authority to bind or commit Company to any agreements or other legal obligations.
- Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a written statementsigned by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereofshall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
- Notices. Any notice, demand, or request with respect to this Agreement shall be in writing. Such communications shall be effective when they are received by the addressee; but if sent by certifiedmail, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party.