INDEPENDENT CONTRACTOR SERVICES AGREEMENT
THIS INDEPENDENT CONTRACTOR SERVICES
AGREEMENT (“Agreement”) is made effective from
the date of signing (the “Effective Date”) and is by and
between The Foundation for Economic Education, Inc.
(“FEE”), 1819 Peachtree Rd. NE, Suite 300, Atlanta,
Ga. 30309, and Camilo Guzmán (“Independent
Contractor”).
In consideration of the mutual promises, terms,
covenants and conditions set forth herein, and the
performance of each, the parties hereto, intending
legally to be bound, hereby agree as follows:
1. Independent Contractor Relationship.
(a) Independent Contractor is an
independently-established business and desires to
contract with The Foundation for Economic
Education, Inc. pursuant to this Agreement as an
independent contractor. Independent Contractor’s
agreement to perform services as an independent
contractor is an essential term of this Agreement. It is
expressly understood between the parties that
Independent Contractor will not be treated by FEE as
an employee for federal, state, or local tax purposes,
that Independent Contractor is solely responsible for
all such tax payments (including without limitation
social security and unemployment taxes for
Independent Contractor and any of its employees or
subcontractors), and that Independent Contractor is
an independent contractor for purposes of the Internal
Revenue Code and for all other purposes.
Independent Contractor further agrees that
Independent Contractor, its employees or
subcontractors are not entitled to unemployment
benefits from FEE in the event this Agreement
terminates, or workers’ compensation benefits from
FEE in the event that Independent Contractor, its
employees or subcontractors are injured in any
manner while performing obligations under this
Agreement.
(b) Independent Contractor shall comply, at its own
expense, with the provisions of all applicable state
and municipal requirements and with any state or
federal laws applicable to Independent Contractor as
an independent contractor, employer or otherwise.
2. Services. Independent Contractor undertakes and
agrees to assist FEE in areas of in-person programs
by delivering FEE en Espanol Webinars, as indicated
on the attached Exhibit B, which is expressly
incorporated into and made a part of this Agreement.
3. Term. Except as provided for in this Section 3, the
term of this Agreement will remain in effect until the
Independent Contractor or FEE decides to terminate
this Agreement in writing. Independent Contractor
may terminate this Agreement for any reason upon
written notice to FEE, to be effective upon the
completion of any Services begun, but not
completed, as of the date of the notice.
FEE may terminate this Agreement for any reason
upon written notice to Independent Contractor, to be
effective thirty (30) days from the date of such
notice. As of the effective date of termination,
Independent Contractor shall immediately cease
work under this Agreement, provided that
Independent Contractor shall be paid for all work
performed through the date of termination. Upon the
effective date of termination by either party, no
further payments hereunder shall be due to
Independent Contractor. Promptly upon notice of
termination, Independent Contractor will return to
FEE all property of FEE furnished to the Independent
Contractor in connection with the Services, as well as
any Work Product developed by Independent
Contractor on behalf of FEE, as defined below.
Notwithstanding any provision to the contrary in this
Agreement, Sections 1, 3, 7, 8, 9, 10, 12, 13, and 15
shall survive termination of this Agreement
indefinitely.
4. Fees. Independent Contractor shall receive a fixed
amount based on the pay scale presented below for
providing the Services as a Speaker under Section 2
of this Agreement.
FEE may, in its sole discretion, reimburse
Independent Contractor for its reasonable and
necessary expenses incurred in connection with the
Services in accordance with FEE’s expense
reimbursement procedures, and are set forth in
reasonable detail on an invoice provided by
Independent Contractor, accompanied by appropriate
receipts or other supporting documentation. The
foregoing compensation and reimbursement shall be
exclusive and in lieu of any other amounts or types of
consideration or compensation or properties,
intellectual or otherwise, due or claimed by
Independent Contractor from FEE relating to the
Services provided by Independent Contractor
hereunder.
5. No Right of The Foundation for Economic
Education, Inc. to Control. FEE is interested only
in the results to be obtained by Independent
Contractor as described in this Agreement.
Independent Contractor shall have exclusive control
and supervision over the method and means used to
perform Services set forth in this Agreement.
6. No Employee Benefits. Independent Contractor
acknowledges and agrees that Independent
Contractor and its employees and subcontractors are
not entitled to, and shall not receive, any employee
benefits of any kind from FEE, including without
limitation, health, sickness, accident or dental
coverage, life insurance, disability benefits,
accidental death and dismemberment coverage,
unemployment insurance coverage, workers’
compensation coverage, vacations, and qualified
retirement plan benefits provided by FEE to its
employees.
7. Indemnification. Independent Contractor shall
defend,
indemnify and hold FEE, its trustees, officers and
employees harmless against any and all claims and
against any and all liabilities, demands, suits, costs,
losses or damages, including legal costs and
attorney’s fees, arising as a result of any act or
omission of Independent Contractor, breach of this
Agreement, or as a result of the performance of
Services under this Agreement.
8. Governing Law. This Agreement shall in all
respects be construed according to the laws of the
State of Georgia, without regard to its conflict of
laws principles.
9. Confidentiality. As a condition of this Agreement,
Independent Contractor hereby agrees to be bound by
the Confidentiality Agreement attached as Exhibit A,
which is incorporated by reference hereto and made
part of this Agreement. Compliance with the terms of
the Confidentiality Agreement is an essential term of
this Agreement.
10. Non-Exclusivity. FEE and Independent
Contractor agree that this Agreement is
non-exclusive and that Independent Contractor may
work for other individuals or entities during the term
of this Agreement; provided, however, that
Independent Contractor shall not, without the express
written consent of FEE and during the term of this
Agreement, engage in activities which Independent
Contractor knows or reasonably should know may
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adversely affect FEE’s interests. Such activities
would include misappropriating or otherwise
misusing FEE’s Confidential Information, as defined
in the attached Exhibit A.
11. Authority of Independent Contractor.
Independent Contractor will not have authority to
negotiate and conclude any contract or commitment
for, on behalf of, or in the name of FEE or any of its
affiliated entities, or otherwise possess any authority
to bind FEE or any of its affiliated entities in matters
of contract, indebtedness, or otherwise, without the
prior written approval in each instance of FEE, nor
shall Independent Contractor represent or hold itself
out to third parties as having such authority or
otherwise being an agent for FEE.
12. Ownership of Work Product. All copyrights,
patents, trade secrets, or other intellectual property
rights associated with any ideas, concepts,
techniques, inventions, processes, or works of
authorship developed or created in connection with
the performance of the Services by Independent
Contractor (collectively, the “Work Product”) shall
belong exclusively to FEE and shall, to the extent
possible, be considered a work made for hire for FEE
within the meaning of Title 17 of the United States
Code. Independent Contractor automatically assigns
to FEE at the time of creation of the Work Product,
without any requirement of further consideration, any
right, title, or interest Independent Contractor may
have in such Work Product, including any copyrights
or other intellectual property rights pertaining
thereto. Upon request of FEE, Independent
Contractor shall take such further actions, including
execution and delivery of instruments of conveyance,
as may be appropriate to give full and proper effect to
such assignment.
13. Assignment. This Agreement cannot be assigned
in whole or in part by the Independent Contractor,
nor shall any of the Services to be performed by the
Independent Contractor be assigned to any other
person or subcontractor without FEE’s express
written approval.
14. Miscellaneous Provisions.
(a) Notices. All notices, approvals, or requests in
connection with this Agreement shall be in writing.
(b) Entire Agreement. This Agreement, which
includes Exhibit A, constitutes the entire
understanding between the parties with respect to the
Services to be rendered hereunder. This Agreement
cancels, supersedes and replaces all previous
understandings, agreements, communications and
representations, whether written or oral, concerning
the relationship between the parties. No amendment
to this Agreement shall be effective unless in writing
and signed by the authorized representatives of both
parties.

(c) Severability. The provisions of this Agreement

shall be deemed severable and should any part, term,
or provision of this Agreement be construed by any
court of competent jurisdiction to be illegal, invalid,
or unenforceable, the legality, validity, and
enforceability of the remaining parts, terms, and
provisions shall not be affected thereby.

(d) Counterparts. This Agreement may be executed

in two or more counterparts, each of which shall be
deemed an original and all of which together
constitute one and the same instrument. An executed
copy of this Agreement shall serve for all purposes in
the same manner as an original.

_________________________________________
The Foundation for Economic Education, Inc.

BY: Arturo Portillo

Date: 01/06/2023

_________________________________________

By: Camilo Guzmán

Date:

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 EXHIBIT A
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (“Agreement”) is
made effective from the date of signing , by and between
Camilo Guzmán (“Independent Contractor”) and the
Foundation for Economic Education, Inc., including and on
behalf of its affiliated and related entities, subsidiaries,
predecessors, successors, and assigns and its and their trustees,
officers, directors, agents and employees (together, the “FEE
Parties”).
WHEREAS, FEE has offered to enter into an
Independent Contractor Services Agreement with Independent
Contractor; and
WHEREAS, in connection with the Independent
Contractor Services Agreement, FEE expects that it will
furnish and otherwise disclose to Independent Contractor
certain of its sensitive, proprietary and confidential
information; and
WHEREAS, FEE and the FEE Parties are willing to
furnish such information to Independent Contractor in
exchange for and in reliance on the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, Independent Contractor
represents and agrees as follows:
1. “Confidential Information” shall refer to this
Agreement, the Independent Contractor Services Agreement,
any and all business, financial, operational, technical, strategic
or other sensitive information concerning the business and
affairs of FEE Parties that is observed, learned, disclosed to, or
discovered by Independent Contractor, or that may be
provided by FEE Parties to Independent Contractor in any
form, and additionally includes, but is not limited to, personnel
information, assets, financial information, grantee and donor
information, plans and projections for future activities,
financial records and projections, analyses, compilations,
studies, software or other materials containing or based in
whole or in part on any of the foregoing information furnished
by FEE Parties, including the terms of this Agreement and the
Independent Contractor Services Agreement, and any
information which could be detrimental to the goals or the
reputation of FEE Parties if disclosed. “Confidential
Information” shall not include any information which (a)
becomes generally available to the public other than as a result
of a disclosure made by Independent Contractor; (b) was
available to Independent Contractor on a non-confidential
basis prior to the disclosure to Independent Contractor by FEE
Parties; or (c) becomes available to Independent Contractor on
a non-confidential basis from a source other than FEE Parties,
provided that such source is under no constraint from
transmitting the information to Independent Contractor by any
contractual, legal or fiduciary obligation.
2. Independent Contractor agrees to safeguard the
confidentiality of the Confidential Information and not to
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disclose any part of it to any third party without the prior
written consent of FEE. For avoidance of doubt, a “third
party” shall not include any of the FEE Parties for purposes of
this Section 2.
3. Independent Contractor will not, without the prior
written consent of FEE, use the Confidential Information,
either directly or indirectly, for any purpose other than
performing consulting services on behalf of FEE and shall
cease such use upon the termination of the Independent
Contractor Services Agreement for any reason, unless such
other use is specifically authorized in writing by FEE.
4. Promptly upon the request of FEE but in no event
later than the termination of the Independent Contractor
Services Agreement, Independent Contractor will return to
FEE all Confidential Information furnished to Independent
Contractor, together with all analyses, compilations, studies,
software or other materials prepared by Independent
Contractor based in whole or in part on the materials furnished
by FEE Parties to Independent Contractor. Materials shall be
deemed to have been returned to FEE if an electronic copy is
provided as an attachment to an email or saved on FEE’s
electronic system, including without limitation in a FEE
Dropbox or Google Drive directory.
5. Independent Contractor will not disclose to any
party the fact that the Confidential Information has been made
available to Independent Contractor without the prior written
consent of FEE. The term “party” as used in this paragraph
shall be interpreted very broadly and shall include without
limitation any organization, corporation, company, partnership
or individual, other than any of the FEE Parties.
6. In addition to the foregoing, Independent
Contractor agrees that following the termination of its
Independent Contractor Services Agreement with FEE,
Independent Contractor will not in any way, directly or
indirectly, in private or in public, criticize or disparage the
performance, competency, or ability of FEE Parties, whether in
their employment, personal or business capacities, or
otherwise; for avoidance of doubt, this Section 6 shall not
apply to internal FEE discussions while performing services
for FEE pursuant to the Independent Contractor Services
Agreement.
7. Independent Contractor’s obligations set forth in
this Agreement shall survive the termination of the
Independent Contractor Services Agreement.
8. This Agreement constitutes the entire
understanding between the parties with respect to its subject
matter and cancels, supersedes and replaces all previous
understandings, agreements, communications and
representations, whether written or oral, concerning the
treatment of the confidential information provided for herein.
9. This Agreement may not be superseded, amended
or modified except by written agreement between the parties.
 10. Except for Independent Contractor’s
limited right to use the Confidential Information as
provided in this Agreement, FEE grants no right or
license, either express or implied, under any patent,
copyright, trade secret or proprietary information
under this Agreement.
The Foundation for Economic Education, Inc.
By Arturo Portillo
____________________________
Date:
By Camilo Guzmán
___________________________
Date:
EXHIBIT B
SCOPE OF WORK
Pursuant to § 2, Services, of the Independent
Contractor Agreement entered into on the date
of singing between The Foundation for
Economic Education, Inc. and Camilo Guzmán.
Camilo Guzmán as an independent contractor,
will provide the following services:
• To deliver FEE’s 1-day high school programs.
• Introduce students to principles of economics,
finance, entrepreneurship, business, leadership
and creativity by using approved content.
1. All presentations should be dynamic
and engaging with an emphasis on
teaching through story. Visual aids,
including PowerPoint, should contain
maximum imagery and minimal text
(e.g. think TED talk vs classroom
lecture).
2. FEE Faculty Network is an
international high performance
teachers network aimed to educate
High School students and young
professionals who are looking to be
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inspired. While we encourage you to
use the work you are doing to help tell
a story, we MUST ask you refrain
from overt sales pitches during any of
your presentations during breakout
sessions.
3. Conference sessions are scheduled for
one hour and speakers should leave at
least 10 minutes for questions.
4. Speaker will need to provide a short
Bio and Headshot, along with a title
and short description of their
presentation. We will follow up with a
form to collect this information.
5. Speakers should work with FEE
Outreach Team in terms of scheduling
participation with programs request.
6. Speaker are responsible for sending
feedbacks, surveys and materials
previously provided by FEE programs
team.
7. Speakers can propose programs to be
developed under the following criteria:
- Audience of at least 40 students
between 12 and 24 years of age for in person
programs or 25 students for online events.
- Workshop responsable contact
(Name and email)
- Name and address of the school or
organization hosting the workshop.
- 12 labor days prior to the program
date.
(a) Pay scale:
(i) Up to 25 students: 60 usd per session
(ii) Up to 40 students: 100 usd per session
(iii) Up to 60 students: 150 usd per session
(iv) Up to 120 students: 250 usd per
session