Terms & Conditions: Last Updated 8/29/2017
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) dated: ________
– AND –
Rush Tech Designs
of 7570 South Federal Hwy, Suite 13 Hypoluxo, FL 33462
- The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
- The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
- Services Provided
- Email Marketing
- Directly Importing customers from webforms & from importing existing client email database provided by Client
- Sending monthly automated emails with information about services or blog posts
- Email Marketing
- 1 Template Design
- Social Media Marketing
- 3 Posts Per Week with links related to legal and bankruptcy services
- Posts on Twitter, Facebook, LinkedIn
- Backlink Reach Out
- Reaching out to 20 different organizations for support with backlinks and references to __________. This will improve online visibility rankings
- 5 authority backlinks in the first 3 months if the first 20 don’t respond
- Content Marketing
- 1 Blog Post Written (300 words) / month
- Optimized for one different long tail (3+ word) keyword or product
- Integrated with social media to raise views and awareness
- Call to Action to call phone number
- Research will be conducted to choose words that actually get searched for on Google
- Updating / Adding Content on Existing __________..com
- Making updates weekly based off of a list of changes Client gives Contractor via email or other agreed on methods.
- Receiving email correspondence and updating services, pictures, etc.
- Improving On-Page Optimization on __________.com to improve visibility and result in higher rankings on Google for selected keywords.
- Current Score __%, improved to over 90% in 3 months
- Content will be focused on _____________
- Improving aesthetics of website as well as improving conversion percentage on call to action.
- The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
Term of Agreement
- The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect for 6 months, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
- In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.
- For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Contractor as follows:
7.1. Contractor received payment of $___ on for the work to be performed starting _____. $___ per month will then be paid on the ____ of each month starting _____ and ending ______. Initial contract will expire on ______. If Client decides to continue payment, contract will be considered extended for another six months unless otherwise discussed.
7.2 Client has the ability to change plan and add additional services at their own discretion. Plans will be in full effect for at least six months or until the end of the contract, whichever occurs first.
7.3 Late Payment. Payment will be considered late if a check has not arrived at the billing address:
Rush Tech Designs
7570 S Federal HWY
Hypoluxo, FL 33462
By the _____ of the month. If payment has not been received, additional work will not be performed. All automated processes will be disabled until payment is received in full. Payment can also be received through credit card and through eCheck on Contractor’s website. It is the responsibility of the Client to keep payments up to date and current.
- The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
Reimbursement of Expenses
- In connection with providing the Services hereunder, the Contractor will only be reimbursed for expenses that have been approved in advance.
- The Contractor will furnish vouchers to the Client for all such expenses.
- The Client agrees to provide, for the use of the Contractor in providing the Services, the following resources:
◆ Access to past, current, and future customer information (i.e. email, items purchased, etc.).
- Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will end on the expiration or termination of this Agreement.
- All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
Ownership of Materials and Intellectual Property
- All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the Contractor until the agreement has been terminated by The Client and all compensation has been paid to the Contractor. At that time, all work that has been performed by Contractor will be given to Client to use at will. The Contractor will retain images of work done for portfolio purposes, but will not edit, alter, or publish the work that was previously performed. Client will be responsible for paying any fees that are incurred at time of transfer including but not limited to hosting, registration, toll-free numbers, memberships, affiliates that were directly involved with Client’s work.
- Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor until the Agreement has been terminated.
Return of Property
- Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
- In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
- Client Name & Address
- Rush Tech Designs
7570 South Federal Hwy, Suite 13
Hypoluxo, FL 33462
or to such other address as any Party may from time to time notify the other.
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
- The Contractor will be required to maintain general liability insurance including coverage for bodily injury and property damage at a level that would be considered reasonable in the industry of the Contractor based on the risk associated with the characteristics of this Agreement and only to the extent permitted by law. All insurance policies will remain materially unchanged for the duration of this Agreement.
Limitation of Liability
- In on event will Rush Tech Designs be liable for any special, indirect, punitive, consequential or incidental damages, including, without limitation, any lost profits, damage to, or loss of, any records or data or any claim or demand against customers by any cause whatsoever, even if Rush Tech has been advised of the possibility of such damages or should have known of such possibility.
22.1. Rush Tech Designs’ liability (whether in contract, tort, negligence or by statute or otherwise) to customer or to any third party concerning the performance or nonperformance by Rush Tech or any matter related to this agreement or any service order, for any and all claims, shall not in the aggregate exceed One Hundred Dollars ($100).
22.2. Customer shall be solely responsible for insuring that any information provided to Rush Tech is accurate and complete in all respects, and Rush Tech shall not be liable for any defect or delay resulting from Customer’s failure to fulfill its obligations under this Agreement.
- No changes involving the deletion or addition of hardware, Services or otherwise involving changes in any amounts payable hereunder shall be made except in writing in a Change Order or Service Order and signed by Authorized Representatives of the other party. Rush Tech Designs reserves the right to increase or decrease its pricing, in its sole discretion, due to any Change Orders.
- This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Any Purchase Order issued by Customer shall be for its administrative purposes only and none of its terms and conditions shall have of any legal force or effect. Each Service Order, except as its terms otherwise expressly provide, shall be a complete statement of its subject matter and shall supplement the terms and conditions of this Agreement for the purposes of that engagement only. No other agreements, representations or warranties, whether oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof.
- Neither this Agreement nor any Service Order may be modified or amended except by the mutual written agreement of the parties. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced.
Notice of Default.
- Neither party may commence a suit or legal action on account of a default by the other party in the performance of any of its obligations under this Agreement or under any Service Order, unless the party seeking such suit or action shall first give the defaulting party written notice of the default, specifying the nature and circumstances thereof. Such notice shall be properly delivered to the address indicated in the Service Proposal, or such amended address as may have been previously noticed, at least thirty (30) days prior to the commencement of the suit or legal action, except for non-payment which action may be brought immediately, without prior notice. The waiver by either party of a breach or default in any of the provisions of this Agreement or any Service Order by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
- This Agreement and any disputes arising out of or in connection with this Agreement, or any Service Order, shall be governed by and construed in accordance with the laws of the State of Florida in the county of Palm Beach without regard to conflicts of law principals and Customer hereby waives any rights to contest jurisdiction.
- Unless otherwise specified herein, all notices, requests, demands, reports and other communications under this Agreement and any Service Order or Change Orders shall be in writing and delivered by overnight delivery services, first class pre-paid mail, or by facsimile machine to the parties at the addresses set forth herein or such other location(s) as may be requested in writing by the parties from time to time.
Counterparts, Facsimile Machine, Electronically Submitted Documentation and Correspondence.
- This Agreement and any Service Order may be executed by facsimile machine or electronically submitted documentation and in counterparts, which when taken together, shall constitute one and the same agreement.
- In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
Modification of Agreement
- Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Time of the Essence
- Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
- The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Florida, without regard to the jurisdiction in which any action or special proceeding may be instituted.
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on the date of: ________________.
Rush Tech Designs (Contractor)