INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (hereinafter referred to as the “Agreement”) is executed on ____
August, 2019 (the “Effective Date”)

BETWEEN

____________________ with its principal place of business located at _________________________

(the “Company”)

AND

______________________, an independent Contractor having resident at________

___________________________ (the “Contractor”)

Hereinafter both the parties mentioned above are collectively referred to as “Parties” and individually as
“Party”, as the context demands.

NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY

AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. ENGAGEMENT AND SERVICES:

During the term of this Agreement, Contractor will provide services (the “Services”) to the
Company as described below:
Scope of Services
 Narration of book




2. SERVICE PERIOD:
This Agreement shall commence on the Effective Date and this Agreement shall be for a term
of __________ days/months from the effective date (the “Service Period”).

3. TERMINATION:
Company and Contractor shall each, at their respective sole discretion, have the right to
terminate this Agreement at any time, for any or for no reason, upon delivery of days’ prior
written notice to the other Party.

Company shall also have the right to terminate this Agreement immediately for Cause upon
written notice to Contractor. As used in this Agreement, “Cause” shall mean: (1) breach of
any obligation of Contractor under this Agreement including, without limitation,
confidentiality obligations; (2) commission by Contractor of any act of dishonesty, fraud,
theft or harassment in connection with the performance of the Services; (3) unethical or
illegal conduct by Contractor in connection with the performance of the Services; or (4)
 Contractor’s neglect or poor performance of the Services which conduct continues or resumes
after written notice to Contractor.

4. CONTRACT FEE AND EXPENSES:

Company shall compensate Contractor for the Services to be performed under this Agreement
at the rate _____________________. This fee shall be full compensation for all services
pursuant to this agreement.
Expenses
The Contractor shall be entitled to reimbursement for all pre-approved expenses only
reasonably incurred in the performance of the Services, and the Company will pay upon
submission and approval of written statements and receipts by the Contractor within 30
(thirty) days of receipt.

5. PLACE OF SERVICE:
The Contractor will perform services on places as designated by the Company to perform
these services in accordance with this agreement.

6. NON EXCLUSIVITY:
During the term of this Agreement, Contractor can engage in other activities and can provide
its services to other Companies/clients, which are not directly or indirectly, competitive with
the business activities of the Company.

7. INDEPENDENT CONTRACTOR:
Both the Company and the Contractor agree that the Contractor will act as an independent
contractor in the performance of its duties under this contract. Accordingly, the Contractor
shall be responsible for payment of all taxes including Federal, State and local taxes arising
out of the Contractor's activities in accordance with this contract, including by way of
illustration but not limitation, Federal and State income tax, Social Security tax,
Unemployment Insurance taxes, and any other taxes or business license fee as required.
Contractor shall have the sole right and responsibility to determine the manner, method, and
means of performance by which Contractor shall render the Services under this Agreement,
consistent with the nature of the Services being provided by Contractor and subject to any
reasonable requests of Company. Notwithstanding the forgoing, Contractor agrees to adhere
to any applicable campus policies and procedures as may be required of Company by law.

8. NO TRAINING
Company shall have no obligation to provide and shall not provide any training to Contractor
in the performance of Services under this Agreement.

9. NO AUTHORITY TO BIND OTHER PARTY

Neither Contractor nor Company shall have any authority to bind the other Party or hold
itself out to third parties as having any such authority.

10. NO PARTICIPATION IN ANY COMPANY EMPLOYEE BENEFIT PLANT

Contractor understands and agrees that it shall not be entitled to participate in any of
Company employee benefit plans or receive any fringe benefits, which are available only to
employees of Company. Contractor will provide any fringe benefits to itself and/or its
employees.

11. OWN EQUIPMENTS, TRANSPORTATION, FACILITIES, NO UNIFORM

 Contractor shall be solely responsible for providing its own transportation and any supplies
Contractor deems necessary to perform the Services under this Agreement.

12. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP

Nothing set forth in this Agreement shall require Contractor or Company to expand the
Parties’ business relationship beyond the Services to be provided in this Agreement or
continue the Parties’ business relationship beyond the Term set forth in this Agreement.
Contractor shall have no obligation to accept future service requests from Company.

13. NON-COMPETE
During the Term of this Agreement and for a period of 2 (two) years after the termination of
this Agreement, Contractors agrees to the following non-compete terms:

1. Contractor shall not engage in any employment, consulting, or other activity that
competes with the business, proposed business or business interests of Company,
and Contractor will not assist any other person or entity in doing so, without
Company’s prior written consent.
2. Contractor will not solicit any of Company’s clients or prospective clients to
perform any services for such clients or prospective clients and Contractor shall
not assist any other person or entity in doing so, without Company’s prior written
consent.

14. INDEMNIFICATION
Contractor hereby indemnifies, defends and holds harmless Company (and its trustees,
members, partners, officers, employees, agents, representatives, and affiliates) from and
against any losses, liabilities, damages, causes of action, judgments, costs and expenses
(including, but not limited to, reasonable legal fees and expenses) which result from
Contractor’s negligent or intentional breach of this Agreement or from Contractor’s
negligence or willful misconduct. The obligations of this Section shall survive the expiration
or termination of this Agreement.

15. CONFIDENTIAL INFORMATION:

The Contractor agrees that any information received by the Contractor during any furtherance
of the Contractor's obligations in accordance with this agreement, and any information which
concerns the personal, financial or other affairs of the Company will be treated by the
Contractor in full confidence and will not be revealed to any other persons, firms or
organizations.

16. BINDING ON SUCCESSORS

Subject to the restrictions on assignment contained herein, this Agreement shall inure to the
benefit of the Parties hereto, and shall be binding upon the Parties hereto and their respective
successors, personal representatives, heirs and assigns.

17. AMENDMENT:
No amendment or waiver of any provision of this agreement, nor consent to any departure by
any of the Parties there from, shall in any event be effective unless the same shall be in
writing and signed by the Parties hereto and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which it is given.
 18. GOVERNING LAWS AND DISPUTE RESOLUTION:
This Agreement shall be governed by and construed in accordance with the laws of the State
of ______without regard to its conflicts of law provisions. The parties agree that any disputes
between them may be heard only in the state or federal courts in the State of ___________,
and the parties hereby consent to venue and jurisdiction in those courts.

19. GENERAL
This Agreement constitutes the entire agreement of the Parties on the subject hereof and
supersedes all prior understandings and instruments on such subject. This Agreement may not
be modified other than by a written instrument executed by duly authorized representatives of
the Parties.

IN WITNESS WHEREOF the parties hereunto have put and subscribed their respective hands the day
and year first hereinabove written.

For The Company For The Contractor

(Authorized Signatory) (Authorized Signatory)

Name: _______________ Name: _________________

Place: ________________ Place:__________________