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INDEPENDENT CONTRACTOR AGREEMENT

OP-X CONSULTING SERVICES, INC.

PARTIES

The terms and conditions contained within this independent contractor agreement (the “AGREEMENT”) are made between [OP-X Consulting Services, Inc.] (the “COMPANY”), with a principal place of business at [4 Elliott Street, Monmouth Jct. NJ 08852], and [Ayla Devera] (the “CONTRACTOR”), with a principal place of business at [address]. 

Throughout this document, the COMPANY and the CONTRACTOR are collectively known as (the “PARTIES”) to this AGREEMENT.

  • The COMPANY is also referred to at times as the CONTROLLER
  • The CONTRACTOR is also referred to at times as the PROCESSOR

DEFINITIONS

CONTROLLER means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data;

MATERIAL VIOLATION means those acts that provide for the immediate cancellation of the AGREEMENT. Including but not limited to:

PERSONAL DATA means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

PROCESSING means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

PROCESSOR means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller;

PROJECT means the products and or services that the CONTRACTOR is providing to the COMPANY. The PROJECT is the subject matter that this AGREEMENT is intended to govern and control. 

TERM OF AGREEMENT
This AGREEMENT is effective when signed by both PARTIES. 

  • The AGREEMENT shall be on an as needed basis. 
  • This AGREEMENT may be extended or renewed by a writing signed by both PARTIES.
  • Everything written down within this AGREEMENT applies to all services and all periods of time in which CONTRACTOR provides services for COMPANY.

 

TERMINATING THE AGREEMENT

With reasonable cause, either of the PARTIES may terminate (end) this AGREEMENT immediately by giving written notice of termination to the other party. Wrongfully terminating the AGREEMENT, may lead to the wronged PARTY taking legal action to recoup according to standard contract law principles.

For purposes of this AGREEMENT, reasonable cause shall be defined as

  • A material violation of this AGREEMENT, including but not limited to: theft of COMPANY’S resources and or data, disclosure of COMPANY’S confidential information, or
  • Any act exposing the other party to liability to third parties for personal injuries or damage to property, real or personal.

 

SERVICES TO BE PERFORMED

CONTRACTOR agrees to perform the following services for COMPANY. 

Including, but not limited to creating or modifying Canva assets, google assets, zoom assistant for meetings, events or conferences, OBVIO dashboard, Kajabi platform, Zapier integration. Details of any project will be discussed and agreed upon deliverables and timeline, before start of project.

 

INTELLECTUAL PROPERTY

CONTRACTOR agrees that this AGREEMENT is a work-for-hire arrangement and that any and all intellectual property created as a result of this AGREEMENT is the intellectual property of the COMPANY. 

CONTRACTOR may not register any of the work product created for copyright or trademark registration. 

CONTRACTOR has no legal rights in any of the work-product created for the COMPANY. 

 

COMPANY and CONTRACTOR agree to the following acceptable use for CONTRACTOR to showcase its work for the COMPANY. 

  • Use in CONTRACTOR’S portfolio
  • Use in CONTRACTOR’S testimonials on website and any other reasonable marketing materials
  • Other: 

 

PAYMENT

In consideration for the services to be performed by CONTRACTOR, COMPANY agrees to pay CONTRACTOR an hourly rate ranging from $11.00 - $20.00 US Dollars or a project rate to be determined and accepted by both parties. 

 

TERMS OF PAYMENT

CONTRACTOR shall invoice COMPANY  

 

In the event that COMPANY is unsatisfied with the work product of the CONTRACTOR, the PARTIES agree to the following formula for determining resolving disagreements regarding receiving unsatisfactory work product. Payment will be made for work already done but not for incomplete deliverables. In the case of an hourly assignment - hours worked will be paid up that point of the assignment. In the case of a project based pricing - a percentage will be paid based on the percentage of work already completed.

 

 

EXPENSES

CONTRACTOR shall be responsible for all expenses incurred while performing services under this AGREEMENT. 

 

This includes license fees, memberships and dues; automobile and other travel expenses; meals and entertainment; insurance premiums; telephone; and all salary, expenses, and other compensation paid to employees or contract personnel that CONTRACTOR hires to complete the work under this AGREEMENT.

 

MATERIALS

CONTRACTOR will furnish all materials, equipment, and supplies used to provide the services required by this AGREEMENT. This does not include purchasing products and or licenses that COMPANY needs to own in order to allow CONTRACTOR to complete its services with regards to the Product.

 

For instance, if COMPANY has hired the CONTRACTOR to perform work on COMPANY’s website and is using a specific theme, the COMPANY is required to purchase the theme as it will be owned in the future by the COMPANY. 

 

INDEPENDENT CONTRACTOR STATUS

The PARTIES agree that CONTRACTOR is an independent CONTRACTOR, and that neither CONTRACTOR nor its employees or contract personnel are, or shall be deemed to be, employees of COMPANY. 

 

In its capacity as an independent contractor, CONTRACTOR agrees to and represents the following:

  • CONTRACTOR has the right and does fully intend to perform services for third parties during the term of this AGREEMENT. 
  • CONTRACTOR has the sole right to control and direct the means, manner, and method by which the services required by this AGREEMENT will be performed.
  • CONTRACTOR has the right to perform the services required by this AGREEMENT at any place or location and at such times as CONTRACTOR may determine.
  • CONTRACTOR has the right to hire assistants as subcontractors or to use employees to provide the services required by this AGREEMENT.
  • The services required by this AGREEMENT shall be performed by CONTRACTOR, or its employees or contract personnel, and COMPANY shall not hire, supervise, or pay any assistants to help CONTRACTOR.
  • Neither CONTRACTOR nor its employees or contract personnel shall receive any training from COMPANY in the professional skills necessary to perform the services required by this AGREEMENT.
  • Neither CONTRACTOR nor its employees or contract personnel shall be required by COMPANY to devote full time to the performance of the services required by this AGREEMENT.
  • The CONTRACTOR does not receive the majority of its annual compensation from COMPANY.

 

The PARTIES acknowledge and agree that COMPANY is entering into this AGREEMENT with reliance on the representations made by CONTRACTOR relative to its independent contractor status.

 

PERMITS AND LICENSES

CONTRACTOR declares that it has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this AGREEMENT.

STATE AND FEDERAL TAXES

COMPANY will not

 

  • Withhold FICA (Social Security and Medicare taxes) from CONTRACTOR’s payments or make FICA payments on CONTRACTOR’s behalf, or

 

  • Make state or federal unemployment compensation contributions on CONTRACTOR’s behalf, or withhold state or federal income tax from CONTRACTOR’s payments.

 

CONTRACTOR shall pay all taxes incurred while performing services under this AGREEMENT, including all applicable income taxes and self-employment Social Security taxes. 

 

On demand, CONTRACTOR shall provide COMPANY with proof that such payments have been made.

 

FRINGE BENEFITS

CONTRACTOR understands that neither CONTRACTOR nor its employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of COMPANY.

 

WORKERS COMPENSATION

COMPANY shall not obtain workers compensation insurance on behalf of CONTRACTOR or its employees. 

 

If CONTRACTOR hires employees to perform any work under this AGREEMENT, CONTRACTOR will cover them with worker’s compensation insurance and provide COMPANY with a certificate of worker’s compensation insurance before the employees begin work.

 

UNEMPLOYMENT COMPENSATION

COMPANY shall make no state or federal unemployment compensation payments on behalf of CONTRACTOR or its employees or contract personnel. 

 

CONTRACTOR will not be entitled to these benefits in connection with work performed under this AGREEMENT. 

 

If a CONTRACTOR files a petition for and receives unemployment compensation, the total amount of unemployment compensation awarded to and received by CONTRACTOR shall be deducted from and be an offset against the amount of compensation due and payable to CONTRACTOR by COMPANY under this AGREEMENT.

 

INSURANCE

CONTRACTOR, as an independent CONTRACTOR, agrees to indemnify, defend, and hold harmless COMPANY from any and all liability arising out of or in any way related to CONTRACTOR’s performance of services during the term of this AGREEMENT, including any liability resulting from intentional or reckless acts or the acts of the employees or agents of CONTRACTOR.

 

CONFIDENTIALITY

CONTRACTOR will not disclose or use, either during or after the term of this AGREEMENT, any proprietary or confidential information of COMPANY without COMPANY’s prior written permission except to the extent necessary to perform services on COMPANY’s behalf. Proprietary or confidential information includes:

 

  • any audio, video, or printed communications done through digital means including but not limited to cell phones, live streaming, text messages, and live chat;
  • the written, printed, graphic, or electronically recorded materials furnished by COMPANY for CONTRACTOR to use;
  • business plans, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind; and
  • information belonging to customers and suppliers of COMPANY about whom CONTRACTOR gained knowledge as a result of CONTRACTOR’s services to COMPANY. CONTRACTOR shall not be restricted in using any material that is publicly available, already in CONTRACTOR’s possession, or known to CONTRACTOR without restriction, or that is rightfully obtained by CONTRACTOR from sources other than COMPANY.
  • On termination of CONTRACTOR’s services to COMPANY, or at COMPANY’s request, CONTRACTOR shall deliver to COMPANY all materials in CONTRACTOR’s possession relating to COMPANY’s business.



ACCESS AND USE OF COMPANY’S CONFIDENTIAL INFORMATION. 

CONTRACTOR agrees that

  • He or she is not currently engaged in a line of business that presents a reasonable conflict of interest to COMPANY’s;
  • He or she will not in any way use any of COMPANY’S confidential information to create, develop, or start a line of business that presents a reasonable conflict of interest to COMPANY’S;
  • He or she will not use access to COMPANY’S confidential information, products, or services for personal use at any time now or in the future;
  • He or she will not use access to COMPANY’S confidential information, products, or services to help other businesses that present a reasonable conflict of interest to COMPANY’S.

 

PROCESSING COMPANY’S DATA

The COMPANY/CONTROLLER is hiring the CONTRACTOR/PROCESSOR for a PROJECT that requires the CONTRACTOR/PROCESSOR to process COMPANY’S data. As such, the CONTRACTOR/PROCESSOR agrees to the following:

 

  • To use two-factor authentication, when offered, on all digital devices, web applications and or platforms, when working for the COMPANY/CONTROLLER;
  • To not engage/hire/outsource any work that the COMPANY/CONTROLLER has hired CONTRACTOR/PROCESSOR to perform, unless confirmed in a writing signed by both parties; 
  • To process the COMPANY/CONTROLLER personal data based on written instructions from the COMPANY/CONTROLLER;
  • To assist the COMPANY/CONTROLLER with appropriate technical and organizational measures, as is possible, to help COMPANY/CONTROLLER fulfill their obligation to responding to requests surrounding their subscribers/customers (data subjects) rights as outlined in the GDPR;
  • To assist the COMPANY/CONTROLLER in ensuring compliance with the obligations pursuant to ongoing data security;
  • To delete and or return all the personal data to the COMPANY/CONTROLLER after the end of the PROJECT, and delete existing copies unless European Union or Member State law requires storage of the personal data;
  • To make available to the COMPANY/CONTROLLER all information necessary to demonstrate compliance with the obligations as part of the General Data Protection Regulation (GDPR) and allow for and contribute to audits, including inspections, conducted by the COMPANY/CONTROLLER or another auditor mandated by the controller.
  • To immediately inform the COMPANY/CONTROLLER if, in my opinion, an instruction infringes with the GDPR; 

DISPUTES RESOLUTION

Any and all disputes, controversies, or claims arising out of or in connection with or relating to this AGREEMENT, or any breach or alleged breach thereof, and any claim that COMPANY violated any state or federal statutes, common-law doctrine, or committed any tort with respect to CONTRACTOR shall, on the request of either party, be submitted to and settled by arbitration in the State of [insert State] pursuant to the rules, then in effect, of the American Arbitration Association (or at any other place or under any other form of arbitration mutually acceptable to the PARTIES involved). 

 

This AGREEMENT to arbitrate shall be specifically enforceable under the prevailing arbitration law. 

 

Notice of the demand for arbitration shall be filed, in writing, with the other party to this AGREEMENT within a reasonable time after the claim, dispute, or other matter in question arose where the party asserting the claim should reasonably have been aware of it, but in no event later than the applicable [insert State] statute of limitations. 

 

The PARTIES shall share the cost of arbitration equally, provided that each party shall pay for and bear the cost of his or her own experts, evidence, and attorney fees. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction to do so.

 

APPLICABLE LAW

This AGREEMENT will be governed by the laws of the State of [insert State] without regard to choice of law.

 

NOTICES

All notices or other communications required or permitted to be given to a party to this AGREEMENT shall be in writing and shall be 

 

(a) Personally delivered; 

(b) Sent by registered or certified mail, postage prepaid, return receipt requested; electronic mail or 

(c) Sent by an overnight express courier service that provides written confirmation of delivery to COMPANY at [address] and to CONTRACTOR at [address] 

 

Each such notice or other communication shall be deemed given, delivered, and received on its actual receipt, except that if it is mailed in accordance with this paragraph, then it shall be deemed given, delivered, and received on the delivery date or the date on which delivery is refused by the addressee, in either case, in accordance with the U.S. Postal Service’s return receipt. Any party to this AGREEMENT may give a notice of a change of its address to the other party to this AGREEMENT.

NO PARTNERSHIP

This AGREEMENT does not create a partnership relationship. CONTRACTOR does not have authority to enter into contracts on COMPANY’s behalf.

 

ASSIGNMENT AND DELEGATION

CONTRACTOR may not assign or subcontract any rights or obligations under this AGREEMENT without COMPANY’s prior written approval.

 

ENTIRE AGREEMENT

This writing is the entire AGREEMENT between the CONTRACTOR and the COMPANY.

 

MODIFYING THE AGREEMENT

Only a writing signed by both PARTIES may modify this AGREEMENT.