Independent Contractor Agreement
Moving Contractor Agreement
BETWEEN: STUDENT MOVERS, INC., a California Corporation. Hereinafter referred to as “COMPANY” AND: THE INDEPENDENT CONTRACTOR. Hereinafter referred to as “CONTRACTOR”. The COMPANY and CONTRACTOR hereinafter are collectively referred to as the “PARTIES” WHEREAS, COMPANY desires to engage and contract for the services of the CONTRACTOR to perform certain tasks as set forth below. CONTRACTOR desires to enter into this Agreement and perform as a CONTRACTOR for the COMPANY and is willing to do so on the terms and conditions set forth below.
RELATIONSHIP OF THE PARTIES: STATUS AS THE INDEPENDET CONTRACTOR
WHEREAS, this Independent Contractor Agreement does not constitute a hiring by either party, it is their intention that the CONTRACTOR shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the California State Revenue and Taxation Code relating to income tax withholding at the source of income. Workers’ Compensation Insurance, 401(k) plans and other benefit payments and their liability claims. CONTRACTOR shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the COMPANY shall not be liable for any obligations incurred by CONTRACTOR unless specifically authorized in writing. CONTRACTOR shall not act as an agent of the COMPANY, nor bind the COMPANY in any manner, unless specifically authorized to do so in writing.
If CONTRACTOR operates any motor vehicle in connection with CONTRACTOR’S performance of Services, CONTRACTOR must (a) have a current valid driver’s license, (b) if applicable, maintain current vehicle registration, (c) maintain current personal automobile insurance coverage required by applicable laws, rules, and regulations to operate the vehicle(s) used by CONTRACTOR to perform Services and (d) be legally authorized and fit to operate such vehicle. Upon request, CONTRACTOR will provide COMPANY with proof that these requirements have been satisfied.
CONTRACTOR shall provide Independent Contractor Services to COMPANY as described by this Agreement.
This Agreement may be terminated by either party by written notice prior to the expiration of the term only for cause, which shall mean a material breach of the Agreement. Such termination shall not prejudice any other remedy to which either PARTY may be entitled either by law, in equity or under this Agreement. The PARTIES may mutually agree to submit the termination issue to mediation to determine materiality of breach. THE PARTIES may mutually agree to terminate this Agreement.
TASKS, DUTIES AND "SCOPE OF WORK"
1. CONTRACTOR agrees to devote as much time, attention and energy as necessary to complete or achieve the task, duties and “Scope of Work” as more described in this Agreement.
2. It is expected that the “Scope of Work” will be completed by the date described in this Agreement and by this reference incorporated.
3. CONTRACTOR shall additionally perform any and all tasks and duties associated with the “Scope of Work” set forth above, including but not limited to, work being performed already or related change orders. CONTRACTOR shall be entitled to engage in other activities which are not expressly set forth by this Agreement. CONTRACTOR may have several jobs or work for others at the same time when working on the “Scope of Work” for COMPANY.
4. The books and records related to the “Scope of Work” set forth in this Agreement shall be maintained by the CONTRACTOR at the CONTRACTOR’S principal place of business and open to inspection by COMPANY during regular working hours. Documents to which COMPANY will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by COMPANY on existing or potential projects related to this Agreement.
5. CONTRACTOR will not be required to fol ow or establish a regular or daily work schedule and shall establish own hours and determine the order and sequence in which it will perform its work as well as when and where to do the work.
6. CONTRACTOR shall determine what tools or equipment to use and shall supply them.
7. CONTRACTOR is hired only to produce the “Scope of Work” and COMPANY will not control the means or methods of accomplishing the “Scope of Work.” COMPANY specifically waives its right to control the details of CONTRACTOR’S performance.
8. CONTRACTOR will not rely on the equipment or offices of COMPANY for completion of tasks and duties set forth pursuant to this Agreement.
9. Any advice given CONTRACTOR regarding the “Scope of Work” shall be considered a suggestion only, not an instruction. COMPANY, however, retains the right to inspect, stop or alter the work of CONTRACTOR to assure its conformity with the Agreement.
10. CONTRACTOR acknowledges that it will establish its own procedures to accomplish the “Scope of Work” and has received no training from COMPANY and that CONTRACTOR may utilize others to perform job tasks and duties to perform “Scope of Work.” CONTRACTOR controls what work is to be performed by what individual and what works to hire, if needed, to assist with the work.
11. CONTRACTOR further acknowledges it will not be supervised by a foreman or representative of the COMPANY.
COMPENSATION OF CONTRACTOR
CONTRACTOR shall be entitled to compensation for performing those tasks and duties related to the “Scope of Work” as described in this Agreement.
1. Nothing herein as to payment shall be construed to create an employer-employee relationship between the PARTIES.
2. The compensation shall be the sole payment due for “Scope of Work.”
3. It is understood that the COMPANY will not withhold any amounts for payment of taxes from the compensation of CONTRACTOR and that CONTRACTOR will be solely responsible to pay all applicable taxes from said compensation.
NOTICE: CONTRACTOR recognizes and understands that it will receive an IRS 1099 statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. CONTRACTOR hereby promises and agrees to indemnify the COMPANY for any damages or expenses, including attorney’s fees and legal expenses, incurred by the COMPANY as a result of CONTRACTOR’S failure to make such required payments.
CONTRACTOR’S AGREEMENT TO WAIVE RIGHTS TO COMPANY’S BENEFITS
CONTRACTOR hereby expressly waives and foregoes the right to receive any benefits given by COMPANY to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, and profit sharing plans, such as 401(k) plans. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to CONTRACTOR by virtue of CONTRACTOR services to COMPANY, and is effective for the entire duration of CONTRACTOR’S agreement with COMPANY. This waiver is effective independently of CONTRACTOR’S employment status as adjudged for taxation purposes or for any other purpose.
NON-DISCLOSURE OF TRADE SECRETS CUSTOMER LISTS PROPRIETORY INFORMATION
RETURN OF PROPERTY
On termination of this Agreement, or whenever requested by the PARTIES, each PARTY shall immediately deliver to the other party all property in its possession, or under its care and control, belonging to the other party to them, including but not limited to, proprietary information, customer lists, trade secrets, intellectual property, computers, equipment, tools, documents, plans, recordings, software, and all related records or accounting ledgers.
WORKS FOR HIRE
CONTRACTOR is encouraged to treat all company employees, customers, clients, business partners and other affiliates with respect and responsibility. CONTRACTOR is required to comply with all laws, ethical codes and company policies, procedures, rules or regulations, including those forbidding sex harassment, discrimination, and unfair business practices.
LICENSING, WORKERS’ COMPENSATION AND GENERAL LIABILITY INSURANCE
ATTORNEY’S FEES AND COSTS
REMEDY OF BREACH
ARBITRATION IN ORDER TO PARTICIPATE, CONTRACTOR AGREES TO RESOLVE ANY DISPUTES WITH COMPANY ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.
THE PARTIES WILL RESOLVE ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS, INCLUDING PARTICIPATION, OR PERFORMANCE OF SERVICES BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT EITHER PARTY MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF SUCH PARTY’S CLAIMS QUALIFY. PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN OR RECEIVE ANY RELIEF FROM ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. NEITHER PARTY MAY BRING A CLAIM ON BEHALF OF OTHER INDIVIDUALS, AND NO ARBITRATOR MAY COMBINE MORE THAN ONE INDIVIDUAL’S CLAIM(S) INTO A SINGLE CASE WITHOUT ALL PARTIES’ CONSENT.
CONSTRUCTION OF AGREEMENT
1. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.
2. Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only it is in writing, signed and dated by all parties hereto.
3. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
4. This Agreement shall be governed by, and construed under, the laws of the State of California. Jurisdiction and venue for all purposes shall be in the County of Orange.