Open Source Ecology

Address: P.O. Box 442, Maysville, MO 64469, USA.

Independent Contractor: [NAME]

Date: [DATE]

Address:  [ADDRESS]

TERMS OF CONTRACT

 

Identity of Parties

This is an independent work contract between Open Source Ecology (OSE) – a project of Terra Foundation, its fiscal sponsor for 501(c)(3) tax exempt status –  represented by Marcin Jakubowski, Executive Director (ED from here on) AND [NAME], Independent Contractor (IC from here on).

 

Arrival and Duration

The contract start date is [START DATE] and the intended period of this agreement is until [END DATE].

This contract may be extended or renegotiated at the end of the contract period, or at any other time with agreement of both parties, with negotiation being completed no later than 2 weeks prior to the end of the contract.  If the contract is not renewed, it expires on [END DATE]. The IC shall arrive on [ARRIVAL DATE] and leave Factor e Farm (FeF from here on) premises by [ DEPARTURE DATE 1 DAY] unless otherwise arranged.

 

The duties and compensation are set forth in the job description attached as EXHIBIT A.

Conditions of Satisfaction

The minimum conditions of satisfaction for fulfilling this contract is delivery of the Work Product. Furthermore, a performance review will be conducted on a monthly basis by the ED to evaluate the quality of work.  Work Product shall be approved by ED for compliance with OSE Core Values, Mission, Vision and OSE Specifications.

OSE may terminate this contract if the minimum conditions of satisfaction are not met.

Guidelines

Participant agrees to follow FeF General Guidelines:

http://opensourceecology.org/wiki/Factor_e_Farm_General_Guidelines

Dated 7/15/12

Participant agrees to follow IP Clause where the project partner is OSE and the donor is the IC:

http://opensourceecology.org/wiki/General_Shuttleworth_Foundation_Open_IP_Clause

Termination

Termination for Cause

OSE may only terminate this agreement "for cause", the grounds for which are defined below. In the case of termination for cause, OSE shall have no obligation to the IC for salary, bonus, or other compensation or any other form of benefits under this agreement except for:  compensation earned prior to the effective date of termination, and any other benefits mandated under state or federal law. Also, in the case of termination for cause, OSE shall reimburse participant for all appropriately documented expenses incurred by the IC for the direct benefit of the OSE.

 

Grounds for “Cause” Termination

Commission of any of the following acts by the IC constitute grounds for OSE to terminate him/her "for cause" under this paragraph:

 

In case of the IC deciding to leave the contract prematurely, the IC is required to provide 2 weeks' written notice and payment shall be prorated based on the delivery of the Work Product. If the IC fails to provide 2 weeks' written notice, s/he will not receive payment for that month.

Return of Materials

Contractor agrees that upon the termination of his or her employment with OSE for any reason whatsoever, participant will promptly return to OSE all manuals, records, training materials, as well as equipment, if any, given to the IC by OSE for use in performance of his or her duties.

Unforeseen Circumstances

If an unforeseen condition arises which is not covered by the contract, or which affects performance to the contract in a significant way, as determined by either party's written notice to that effect - then the parties agree to undergo the specific procedures of the Conflict Resolution process outlined in the FeF General Guidelines.

Further Assurances

Each party shall perform any and all further acts and execute and deliver any documents that are reasonably necessary to carry out the intent of this Agreement.

Notices

All notices or other communications required or permitted by this Agreement or by law shall be in writing and shall be deemed duly served and given when delivered personally or by email, facsimile, air courier, certified mail (return receipt requested), postage and fees prepaid, to the party at the address indicated in the signature block or at such other address as a party may request in writing.

Governing Law

This Agreement shall be governed and interpreted in accordance with the laws of the State of Missouri.

Entire Agreement

This Agreement sets forth the entire Agreement between the parties pertaining to the subject matter hereof and supersedes all prior written agreements and all prior or contemporaneous oral Agreements and understandings, expressed or implied. This is an integrated agreement. Should the language of this contract conflict with any OSE manual or memorandum, the language of this contract shall control unless the external document specifically states that it shall act as a modification of employment contracts and the Contractor consents to this modification.

Written Modification and Waiver

No modification to this Agreement, nor any waiver of any rights, shall be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right or any subsequent breach or default. Further, the physical destruction or loss of this document shall not be construed as a modification or termination of the agreement contained herein.

Assignment

This Agreement is personal in nature, and neither of the parties shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations under this Agreement, except that Open Source Ecology may assign or transfer this Agreement to a successor of Open Source Ecology’s business, in the event of the transfer or sale of all or substantially all of the assets of Open Source Ecology’s business, or to a subsidiary, provided that in the case of any assignment or transfer under the terms of this Section, this Agreement shall be binding on and inure to the benefit of the successor of Open Source Ecology’s business, and the successor of Open Source Ecology’s business shall discharge and perform all of the obligations of Open Source Ecology under this Agreement.

Severability

If any of the provisions of this Agreement are determined to be invalid, illegal, or unenforceable, such provisions shall be modified to the minimum extent necessary to make such provisions enforceable, and the remaining provisions shall continue in full force and effect to the extent the economic benefits conferred upon the parties by this Agreement remain substantially unimpaired.

 

Executive Director: Marcin Jakubowski

Date: [DATE]

____________________

Independent Contract Signature: [NAME]

Date: [DATE]

Exhibit A

Role Descriptions

[JOB TITLE + NAME]:

Work Product

  1. [LIST]

Roles and Responsibilities (RACI)

IC Requests / Needs

Work Schedule

 Payment