*SAMPLE* – This is an example of a contract all publishing instructors will sign, it is not to be used for actual agreement.
INDEPENDENT CONTRACTOR AGREEMENT
The undersigned (“Contractor”), by signing this Agreement below, in exchange for the opportunity to be selected as a contractor by Construct-Ed, Inc., a Pennsylvania corporation (“Construct-Ed”), and as a condition to performing services for Construct-Ed, hereby agrees to the following terms and conditions. This document, including Exhibit A attached hereto, which is an integral part hereof and incorporated herein by this reference, is referred to as “this Agreement.”
SPECIFIC TERMS AND CONDITIONS
- SERVICES: If requested by Construct-Ed, Contractor will perform and provide, for or on behalf of Construct-Ed, the services listed or referred to in Exhibit A, as the same may be amended from time to time by the parties (“Services”). Notwithstanding anything to the contrary, however, Contractor is not guaranteed that Construct-Ed will request Services hereunder, nor is Construct-Ed obligated to Contractor for any minimum commitment. Construct-Ed disclaims any representations or promises to the contrary. Contractor agrees to comply with and will be subject to the provisions of the Construct-Ed Website Use Agreement as posted on Construct-Ed’s internet website.
- PAYMENT: Subject to the timely and, in Construct-Ed’s reasonable judgment, the satisfactory completion and delivery of Services requested by Construct-Ed, Contractor will be entitled to receive compensation for requested Services actually performed and delivered as set forth on Exhibit “A”. In addition, Contractor will be entitled to reimbursement for those actual and reasonable out-of-pocket business expenses (apart from any costs or expenses of operating Contractor’s business) specifically incurred in performing requested Services during the term of this Agreement, provided that such expenses are expressly set forth on Exhibit A or otherwise authorized in writing by Construct-Ed. All authorized reimbursements must be made pursuant to Construct-Ed’s then current policies and procedures, including without limitation receipts for expenditures and timely submission for approval. To the extent possible, Contractor agrees that it will use the resources or services of Construct-Ed or its affiliates in connection with any expenditures to be borne by Construct-Ed hereunder.
- CONFIDENTIALITY OBLIGATIONS: Contractor hereby acknowledges and agrees that all materials and information from Construct-Ed, without exception, which are not previously known to Contractor or not readily available to the general public, including but not limited to this Agreement, manuals, software programs, schedules, procedures, Construct-Ed customer identities, Construct-Ed customer information, Construct-Ed customer contacts, vendor identities, pricing and contract information, specification and program information, whether in oral, written or machine-readable form or whether otherwise ascertainable, and any software, including modifications or programming adjustments, which Contractor uses, develops or produces in performing the Services, constitute valuable trade secrets and proprietary information of Construct-Ed (“Proprietary Information”). Contractor agrees that Contractor will safeguard the confidential nature of Proprietary Information and that Contractor will not directly or indirectly use or authorize or enable the use of any of the Proprietary Information at any time, except for the purpose of performing Services hereunder, or as otherwise expressly authorized by Construct-Ed in writing. Contractor agrees not to disclose Proprietary Information to any person or entity and that no disclosures will otherwise be made, directly or indirectly, except as specifically authorized by Construct-Ed in writing and only to persons or entities specifically named in such authorization. Contractor further agrees not to make copies of Proprietary Information except as necessary in performing its obligations under this Agreement.
Contractor shall under no circumstances disclose, directly or indirectly, Proprietary Information to competitors of Construct-Ed or the competitors of Construct-Ed’s customer(s) on whose behalf the Services are being performed. Nor shall Contractor, directly or indirectly, use or authorize the use of any Proprietary Information upon completion of the Services. Without limitation, Contractor shall not use or authorize or enable the use of any Proprietary Information, including but not limited to any software program, document, instrument, artwork, device, component, plan, design or other material as to which Contractor has access hereunder, or as to which Contractor has modified or developed hereunder, except as specifically authorized by Construct-Ed in writing.
Upon Construct-Ed’s request or upon completion of the Services, whichever is earlier, Contractor will promptly return all Proprietary Information disclosed by Construct-Ed or created by Contractor under Construct-Ed’s direction hereunder in whatever form and retain no copy, extract or summary thereof.
In the event that Contractor receives a subpoena or order from a court or agency of competent jurisdiction which would require the disclosure of Proprietary Information, then Contractor will notify Construct-Ed in writing immediately and Contractor, prior to compliance, will provide Construct-Ed with a reasonable opportunity to oppose or challenge such disclosure at Construct-Ed’s sole expense. Contractor will promptly cooperate with all reasonable requests of Construct-Ed in this regard at Construct-Ed’s sole expense. Contractor will not be deemed to have breached this Agreement to the extent disclosures are made by Contractor pursuant to a subpoena or order from a court or agency of competent jurisdiction, binding on Contractor, provided that Contractor has complied with the terms and conditions of this paragraph.
- RELATIONSHIP. Contractor and Construct-Ed are not partners, not affiliated parties and not joint venturers. Neither party will have the authority to bind the other party. Contractor is an independent contractor and not an employee of Construct-Ed. Contractor agrees that Contractor is not entitled to any employee benefit of Construct-Ed. Contractor will indemnify and hold harmless Construct-Ed from any and all claims to the contrary, including without limitation any claims for wages or other compensation as an employee.
Construct-Ed will not withhold for tax purposes any sums from the payments made to Contractor hereunder, except as required of Construct-Ed by rule, regulation or law applicable to independent contractors. Contractor will be solely responsible for its own taxes based on payments made to Contractor hereunder. Contractor agrees to comply with all tax and reporting requirements applicable to Contractor and Contractor will provide Construct-Ed with Contractor’s social security or federal identification number, as applicable.
Contractor warrants to Construct-Ed that it has complied with all applicable rules, regulations and laws which pertain to Contractor’s business, including without limitation to the employment or retention of any individual or entity who performs Services hereunder, including without limitation those relating to employment of aliens, worker’s compensation and withholding.
- OWNERSHIP. Contractor shall be the owner of all rights, including but not limited to copyrights, patents, trademarks, trade secrets, confidential information and all other intellectual property rights in and to all programs, materials, creations, ideas and other products created by Contractor (all of which are referred to below as the “Works”) including without limitation designs, graphics, photos, artwork, writings, logos, marks, .mp4 files, videos, layouts, plans, proposals, slogans, concepts, developments, conclusions, methods, inventions, innovations and approaches which constitute or result from or arise in the performance of the Services. Subject to this Section 5, Contractor hereby grants to Construct-Ed a perpetual, non-exclusive license to use, edit, excerpt, or display the Works. Construct-Ed shall also be granted a perpetual non-exclusive license to use or display all material objects, both originals and reproductions, in which Works are embodied. Construct-Ed shall possess the authority to determine whether to use or display all or any portion of the Works on its website. In addition, Contractor understands and agrees that one overriding consideration for both Construct-Ed and Contractor is contributing to and promoting the education of young people in the field of construction. Therefore, Contractor hereby grants to Construct-Ed the right and authority to use, edit, excerpt, or display the Works for free to trade schools or education programs dedicated to providing education to students in the field of construction. Contractor shall retain all other rights and interest in any of the Works, including the right to request that the Works no longer be displayed by Construct-Ed. Contractor will retain the right to otherwise publish, use, copy, reproduce, manufacture, sell or distribute any of the Works (in any form or state of revision whatsoever), or make any derivative Work based thereon without Construct-Ed’s prior written consent.. Contractor warrants that Contractor (or its subcontractor as provided hereunder) will be the author or creator of each of the Works; that each of the Works will be original; and that none of the Works will infringe or otherwise conflict or interfere with any rights whatsoever of any other person or party. Contractor will secure and, upon Construct-Ed’s request, deliver to Construct-Ed such releases and consents as are needed for Construct-Ed to use, without restriction or further payment, all pictures, likenesses and statements of persons, or excerpts from other non-Works which appear in the Works.
- PUBLICITY AND ADVERTISING. Contractor agrees that it will grant no interviews and that Contractor will not issue any press releases or statements for publication or dissemination in the press or trade which relate to this Agreement, or the Services without the prior written consent of Construct-Ed. Neither Contractor nor Construct-Ed will use the name of the other party in any advertisement, marketing or promotional material without the express consent of the other party.
- TIME IS OF THE ESSENCE. Time is of the essence to Construct-Ed for any of the Services requested. Contractor hereby acknowledges that the value to Construct-Ed of Contractor’s Services depends in material part upon the timely performance by Contractor of all of Contractor’s obligations. Unless otherwise agreed by Construct-Ed in writing, notwithstanding anything to the contrary, Construct-Ed will not be obligated to make any payments to Contractor for Services which are not performed in accordance with the schedule on Exhibit A.
- IDENTITY OF CONTRACTOR. Contractor acknowledges the personal nature of the Services to be provided under this Agreement and the importance to Construct-Ed of the reputation, skill, judgment and competency of all individuals and entities associated with Construct-Ed. Construct-Ed reserves the right to replace or discontinue its association with any individual or entity at any time, in whole or in part, within Construct-Ed’s sole discretion. This Agreement is not assignable or otherwise transferable by Contractor and Contractor does not have the right to subcontract hereunder without Construct-Ed’s prior written consent. Contractor warrants that Contractor will provide the Services in a professional, responsible and capable manner, consistent with the highest level of applicable industry standards. While providing Services hereunder, Contractor will comply with rules and regulations governing Contractor’s conduct as established by Construct-Ed and communicated to Contractor from time to time, including but not limited to the following:
(1) Contractor will not unlawfully infringe upon the intellectual property rights of third parties;
(2) Contractor will not unlawfully use or disclose the trade secrets or proprietary information of third parties;
(3) Contractor will not discriminate, joke, condone stereotypes nor engage in other prejudicial or offensive behavior, on the basis of sex, age, religion, race, color, national origin, ancestry, disability, handicap, sexual preference, marital status, status with regard to public assistance, status with regard to military service, medical condition, physical appearance, unions or political affiliation;
(4) Contractor will not engage in unwelcome sexual advances to any individual, including without limitation verbal and physical conduct;
(5) Contractor will not solicit business directly from any of Construct-Ed’s customers on whose behalf Contractor is performing Services for Construct-Ed, nor accept requests to perform services received from such customer(s) during the time such Services are being performed nor for one year thereafter;
(6) Contractor will notify Construct-Ed in writing of any potential or actual conflict of interest between Contractor and Construct-Ed; and,
(7) Contractor will not present gifts to or accept gifts from any of Construct-Ed’s customers, vendors or employees or any third parties in connection with any business relationship or proposed relationship between Contractor and Construct-Ed.
- INFRINGEMENT. Contractor warrants that any Services provided by Contractor hereunder will not infringe upon the rights of others, and that Contractor’s performance of Contractor’s obligations under this Agreement is not in violation of any agreement or order to which Contractor is bound.
- TERMINATION. Construct-Ed may terminate this Agreement at any time, with or without cause, by providing written notice to the Contractor. Contractor may terminate this Agreement upon providing sixty (60) days written notice to Construct-Ed. Contractor will remain responsible for requested Services performed to Construct-Ed’s reasonable satisfaction in a timely fashion through the effective date of notice, and Construct-Ed shall pay all undisputed fees and expenses of the Contractor through the date of the termination. Regardless of the reason for termination, the terms and conditions of Sections 3, 4, 5, 6, 8 and 11 and any other obligations of a continuing nature will survive expiration or termination of this Agreement.
- CONTRACTOR’S RESPONSIBILITY FOR OTHERS. Whether Contractor is an individual, corporation, partnership or other entity, Contractor acknowledges that: (1) Contractor will be responsible to Construct-Ed hereunder for the acts or omissions of Contractor’s principals, officers, employees, representatives and agents as if Contractor had performed such act or omission; and, (2) Contractor will guarantee and compel the timely performance by same of all of the terms and conditions of this Agreement. Contractor also acknowledges that Construct-Ed may, in its sole discretion, elect to pursue any or all remedies available to it against Contractor, Contractor’s principals, officers, employees, representatives and agents arising under or relating to the terms and conditions of this Agreement without prejudice to any claim or other remedy available to Construct-Ed.
- NOTICES. Any notices under this Agreement will be effective on the earlier of: (1) the actual, undisputed receipt by the individual listed below by personal delivery, facsimile or otherwise; or, (2) the third (3rd) business day following the date of mailing by U.S. mail, postage prepaid, certified or registered mail, return receipt requested, properly addressed as follows (or as may be specified by a party under this Section 12):
- HEADINGS. The headings of this Agreement are for the parties’ convenience only and they do not have any interpretative significance.
- APPLICABLE LAW. This Agreement will be governed by the laws of the Commonwealth of Pennsylvania then in effect. If any part of it is held to be unenforceable, then the remainder will be given effect to the extent that it remains reasonable to do so in the sole discretion of Construct-Ed.
- ENTIRE AGREEMENT. This Agreement is the entire agreement and understanding between the parties with respect to this subject matter and it supersedes and replaces all discussions, communications and understandings between them with respect to this subject matter. There are no promises, undertakings, commitments or representations that are not expressly set forth in writing in this Agreement. BOTH PARTIES HEREBY DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS. This Agreement cannot be amended unless a written amendment referencing this Agreement is executed by the parties with the intent to be bound.
- DESCRIPTION OF SERVICES TO BE PROVIDED (The “Work”) AND COMPENSATION
Construct-Ed will build online courses using the videos, scripting, and resources that the Contractor (above) submits. Construct-Ed will publish and sell said online courses on www.construct-ed.com. Contractor will be paid 70% for each individual course sold that has been submitted by Contractor, and Construct-Ed Inc. will retain 30% of each individual course sold that has been submitted by the Contractor.
- REIMBURSABLE EXPENSES, IF ANY
III. SCHEDULE OF PERFORMANCE AND COMPLETION OF SERVICES