INDEPENDENT CONTRACTOR AGREEMENT
from Untapped Potential Inc., EIN: 47-4933600 UP- -
This Independent Contractor Agreement (this "Agreement") is made effective as of by and between Untapped Potential, Inc. (the "Company"), of 1429 Park Avenue, Suite 114, Hartford, Connecticut 06106, and (the "Contractor"), of , . In this Agreement, the party who is contracting to receive the services shall be referred to as "Company", and the party who will be providing the services shall be referred to as "Contractor." In the course of business, the Contractor may be supporting a Third Party Entity or “Client” of the “Company”.
DESCRIPTION OF SERVICES. Beginning on , the Contractor will provide services (collectively, the "Services"): Flexreturn™ Engagement.
A Flexreturn™ Engagement offers the experienced skilled professional a mid-career experiential internship with a flexible schedule at a Client as a Contractor. Expectation is a MAX average of ( ) hours per week through the engagement term. Following a Minimum Hours required by the Flexreturn™ Engagement of : ( ) ) hours of performance, the Contractor will be eligible for Conversion, Renewal or Termination.
Contractor performs industry standard services expected of noted professional skill yet in an ‘experiential internship’ that benefits Contractor with contacts and workplace currency.
Contractor has the right to control the means and methods by which Contractor will perform the Services. Neither Company nor third parties associated with the Company has the right to control the means and methods by which Contractor will perform the Services. Contractor will perform the Services in a diligent and professional manner, consistent with industry and/or professional standards.
Except when Contractors physical presence at Company’s or third party’s site is necessary, Contractor shall perform Services at the location of their choosing and with the equipment of their choosing. Contractor may provide similar Services (or differing services including caregiving) to other entities as long as in compliance with this Agreement.
Contractor will use Company’s information systems as requested following the start of the Flexreturn™.
2. STIPEND. In addition to receiving workplace currency, contacts and confidence following a career break for care-giving the Candidate also receives compensation while participating in the experiential engagement. Such Stipend will be made as follows:
Contractor will invoice Company following the start of experiential engagement. Any additional expenses must be approved by Client prior to occurrence. Each invoice will conform to the reasonable requirements of Company. All payments made by Company to Contractor under this Agreement shall be reflected on Internal Revenue Service Form 1099. Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. No other fees and/or expenses will be paid to Contractor. Contractor has the right of control over the method of payment for the Services. Company will pay the undisputed amount due to Contractor on each invoice within ( ) days from the date of receipt of the invoice .
3. REFERENCE As a participant in a Flexreturn™ Engagement, Contractor benefits from the experiential engagement in terms of contacts, references and currency in employment. Further, Contractor has the ability to participate in Untapped Potential Inc’s network of peers and potentially be matched with an Industry Mentor (if appropriate). The Contractor is expected to participate in a minimum of three virtual events to support Contractor during the period. This engagement serves to reverse the many biases Candidates face when returning to the workplace following a career break. In turn, Contractor agrees to answer questions of future candidates regarding the Flexreturn™ Engagement and to serve as a reference for Events or Press opportunities as Contractor’s schedule allows. Contractor may agree to provide usable quotes for Company’s website if requested. Any use of Contractor’s name, image or likeness shall only be made after Contractor provides advance approval via electronic means. Contractor may agree to provide an interview for return-to-work journey story on behalf of Company. Contractor agrees to give Company right-of-first refusal for return-to-work story.
4. TERM/TERMINATION. Either party hereto has the ability to terminate this Agreement by providing two (2) weeks advance written notice to the other party. See 15. Amendment. ( ) weeks prior to the completion Minimum Hours, the parties will hold a Conversion Meeting with the Client. See 5. Conversion. Unless earlier terminated by a party as provided hereunder, this Agreement shall terminate automatically at 5:00 p.m. Eastern U.S. time on (the “Termination Date”).
5. CONVERSION. ( ) weeks prior to the Minimum Hours the Client, having met obligations to the Company, has the opportunity to “convert” the Company’s Contractor to the Client’s employ whether as a contractor or employee. At that point, the Contractor can terminate this Agreement per 4. Termination or 15. Amendment.
6. RENEWAL. ( ) weeks prior to the Minimum Hours parties may notify each other to Renew arrangement as per 15. Amendment.
7. RELATIONSHIP OF PARTIES. It is understood by the parties that the Contractor is at all times an independent contractor with respect to the Company, and not an employee of the Company. The Company nor associated third party entities will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Contractor.
Contractor shall not by virtue of this Agreement or the relationship be entitled to any fringe benefits as above from the Company nor third parties associated with the Company. Contractor acknowledges that he/she has no entitlement to workers compensation or unemployment benefits in connection with this Agreement nor its relationship.
8. CONFIDENTIALITY. Contractor agrees that during and after the Contract Period, Contractor shall maintain in confidence, and not use (except to the extent required to perform the Services for the Company) any and all proprietary or confidential information or know-how of the Company, whether or not it is in writing or permanent form (collectively, “Confidential Information”). Confidential Information includes but is not limited to any and all trade secrets, technical or business information relating to inventions, research and engineering, processes and machines, software and hardware, computer programs, finances, customers, marketing, productions, and future business plans, except to the extent any of such information is already legitimately available to the public. If Contractor is required to communicate Confidential Information to another third party in order to execute Services, Contractor agrees to do so only with the Company’s or appropriate third party entities advance written approval in a manner agreeable to the owner of Confidential Information.
This agreement not to disclose or use Confidential Information, and to return materials to the Company, also extends to the proprietary or Confidential Information of any third party (or Client) who may have disclosed or entrusted such information to the Company or the Contractor in the course of business under this Agreement.
The Contractor further agrees that within 30 days of request from the Company, a third party, or upon termination of this Agreement, whichever comes first, all written and tangible material which shall come into the Contractor’s possession incorporating Confidential Information or otherwise relating in any way to the business of the Company or its affiliates, subsidiaries or parents shall be delivered to the Company.
9.OWNERSHIP OF WORK RESULTS: Contractor agrees that the results of the Contractor’s work for the Company is and will become the sole property of the Company. All copyrightable material shall be construed to be a work made for hire. The results of Contractor’s work for the Company that is not already public information, if any, will not be disclosed or made available to others by Contractor during or following the Contract Period without the prior written permission of the Company, and Contractor shall not be entitled to any royalty, commission, or other payment or license or right with respect to work performed for the Company. Ownership of Work Results also extends to the relationship between the Contractor and any third party of the Company.
10. INVENTIONS: Contractor hereby assigns and agrees to assign to the Company or Third Party Customer of the Company, the Contractor’s entire right, title, and interest in and to any and all its inventions conceived or made during the Contract Period which relate to the business of the Company or its third parties, its actual or demonstrably anticipated research or development, and which result from any task assigned to Contractor, or from the Services or any other work performed by Contractor for or on behalf of the Company and its third party entities(collectively hereafter referred to as “Inventions”). Contractor hereby agrees promptly to disclose all Inventions, conceived or made by Contractor solely or jointly with others during the Contract Period, to an officer of the Company in order to permit the Company/ third party to claim rights to which it may be entitled under this Agreement. Contractor further agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, or in such other form as may be specified by the Company) of any and all Inventions conceived or made by Contractor during the Contract Period, and such records shall be made available to the Company/Third Party Entity. Any of such written records relating to Inventions to which the Company has rights pursuant hereto shall be and remain the property of the Company or its third party entities. Contractor agrees to assist the Company in obtaining patents, registrations and copyrights on any Inventions assigned hereunder to the Company/Third Party Entity.
11. THIRD PARTY BENEFICIARY. Company and Contractor expressly acknowledge that a Client is an identified third party beneficiary of the Services to be provided by Contractor under this Agreement. Contractor further acknowledges and agrees that the rights, covenants and obligations under Section 6 (Confidentiality), Section 7 (Ownership of Work Results), and Section 8 (Inventions) above extend and apply with the same force and effect to named Client in the course of business under this Agreement.
12. INJURIES. The Contractor waives any rights to recovery from the Company for any injuries that the Contractor may sustain while performing services under this Agreement.
13. INDEMNIFICATION. The Contractor agrees to indemnify and hold harmless the Company from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Company that result from the acts or omissions of the Contractor.
14. NO RIGHT TO ACT AS AGENT. An "employer-employee" or "principal-agent" relationship is not created merely because (1) the Company has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Company has or retains the right to stop work done improperly. The Contractor has no right to act as an agent for the Company and has an obligation to notify any involved parties that it is not an agent of the Company.
15. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment. Amendments to the duration of term or level-of-effort may result in corresponding change in Compensation, prorated as necessary based on the rate established herein.
16. ENTIRE AGREEMENT. This Agreement (along with its Exhibit) constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
17. WAIVER OF BREACH. The waiver by the Company of a breach of any one provision of this Agreement by Contractor shall not be construed as a waiver of any subsequent breach by Contractor.
18. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Connecticut.
20. SIGNATORIES. This Agreement shall be signed by Candace Freedenberg, Founder on behalf of Untapped Potential, Inc. and by , Professional. This Agreement is effective as of the date first above written.
Untapped Potential, Inc.