24/7 Independent Contractor Agreement:
Please complete the Independent Contractor Agreement below.
24/7 Independent Contractor Agreement: Printable Version
THIS AGREEMENT is made and entered into the date listed above and between 24/7 Education Inc, hereinafter " or “Company", a corporation with its principal place of business at 105 West 125th St - Front 1 #1221, New York, NY, 10027, United States, the party named above (hereinafter " Independent Contractor"), an individual residing at the address listed above. The Independent Contractor possesses specialized skills and abilities that the Company desires. The Company and the Independent Contractor, in mutual consideration of the terms, conditions, and promises contained herein, agree as follows:
II. DURATION: This Agreement begins on the date listed above and concludes on the date listed in the project proposal or when the completed project has been officially accepted by the Company and or the Company's client.
III. DESCRIPTION OF SERVICES: The Independent Contractor will provide the following services to the Company based on the provided project proposal.
IV. COMPENSATION: The Company agrees to pay the Independent Contractor a sum listed in the provided project proposal for the provided services. The Independent Contractor will bear any related expenses and is responsible for any taxes pertinent to their compensation.
V. CONTRACTUAL STATUS: The Independent Contractor operates as a standalone entity. They are free to pursue other professional opportunities, provided they do not solicit the Company's staff or clients for a period of two years after this Agreement's tenure.
VI. CONFIDENTIALITY: The Independent Contractor commits to maintain confidentiality regarding any sensitive information encountered during this engagement for a duration of two years. Unauthorized use of the Company's or Company's Client's proprietary information may lead to financial and legal consequences. If a court finds the Independent Contractor in violation, they will bear damages and the cost of the Company's legal expenses.
VII. UNFORESEEN CIRCUMSTANCES: Should the Independent Contractor be unable to fulfill their obligations due to illness, disability, or death, their compensation will cease from that event's date, confirmed by a licensed physician.
VIII. TRANSFERABILITY: No part of this Agreement can be reassigned without the written consent of both parties.
IX. RELATIONSHIP DEFINITION: The Independent Contractor's role is strictly as an external service provider. This Agreement does not establish any form of partnership, agency, or employer-employee relationship.
X. ENTIRE AGREEMENT: This document represents the full understanding between the parties, superseding all previous discussions, agreements, or representations. Any alterations must be in writing and endorsed by both parties.
XI. COMMUNICATION: All official communications between parties should be in written form and can be delivered personally, via or via Certified Mail, addressed to the parties as listed in Section I.
XII. APPLICABLE LAW: The laws of the State of New York will govern this Agreement.
XIII. DELIVERABLES & MILESTONES: The Independent Contractor agrees to deliver materials and/or projects on the following milestones according to the provided project proposal.
XIV. FEEDBACK AND REVISIONS: The Company shall provide feedback on the materials within 5 days of receipt. The Independent Contractor agrees to make up to 3 rounds of revisions based on the Company’s feedback to ensure the materials or projects meet agreed-upon standards and requirements. The Company reserves the right to maintain a certain level of quality in the Project and may require the Independent Contractor to make changes as needed to meet those quality standards.
XV. INTELLECTUAL PROPERTY RIGHTS: All materials, content, designs, services, or projects produced by the Independent Contractor for the Company under this Agreement shall be the Company's or the Company’s client's exclusive property. The Independent Contractor agrees to sign any further documentation necessary to confirm such ownership.
XVI. TERMINATION: Either party may terminate this Agreement by providing a 30-day written notice. Should the Agreement be terminated, the Independent Contractor shall be compensated for all work performed up to the termination date.
XVII. WARRANTIES: The Independent Contractor warrants that the materials/services/projects provided will be original, will not infringe upon any copyrights, trademarks, or other rights, and will be free from any liens or encumbrances.
XVIII. LIMITATION OF LIABILITY: Neither party shall be liable to the other for indirect, incidental, consequential, special, or exemplary damages, even if advised of the possibility of such damages.
XIX. INDEMNIFICATION: The Independent Contractor agrees to indemnify, defend, and hold harmless the Company from any claims, losses, liabilities, damages, expenses, and costs (including attorney’s fees) resulting from any breach or alleged breach of the warranties stated in Section XVII.
XX. NON-COMPETE: The Independent Contractor agrees not to engage directly or indirectly with any of the Company's direct competitors or offer similar services to any such competitor for a period of 12 months after the termination of this Agreement without prior approval from the Company.
XXI. NON-SOLICITATION: For a period of 24 months post the term of this Agreement, the Independent Contractor shall not solicit or attempt to solicit any business from any of the Company’s clients or employ or attempt to employ any person who was an employee or contractor of the Company during the term of this Agreement.
XXII. DISPUTE RESOLUTION: Any disputes arising from this Agreement shall first attempt to be resolved through mediation. If mediation fails, disputes will be settled by arbitration in accordance with the rules of the American Arbitration Association, with the losing party responsible for all costs of such arbitration.
XXIII. SEVERABILITY: If any provision of this Agreement is found by a competent court to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
XXIV. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
XXX. WARRANTIES AND REPRESENTATIONS: Each party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into and perform its obligations under this Agreement, (b) the execution of this Agreement does not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid, and binding obligation when signed by both parties. By signing below, both parties acknowledge understanding and agreement to the extended terms and conditions.