THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is entered into this Select DayMondayTuesdayWednesdayThursdayFridaySaturdaySunday day of Pick Date (the “Effective Date”) between , Mermaid Swim School (the “Company”) whoseaddress is 102 10th Avenue NE, St. Petersburg, Florida 33701, and , (the “Contractor”) whose address is .
The Company and the Contractor are herein referred to, individually, as the “Party” and, collectively as the “Parties”.
WHEREAS, the Company offers private and small group swimming lessons, water safety, and water fitness & aerobic classes; and
WHEREAS, the Company desires to retain the services of qualified instructors to teach swimming lessons, water safety, and water fitness; and
WHEREAS, the Contractor desires to teach swimming, water safety, or water fitness & aerobic classes.
NOW, THEREFORE, in consideration of the foregoing and the covenants and promises contained herein, the Parties agree as follows:
ARTICLE 1 – TERM
1.1 The term of this Agreement commences on the Effective Date and remains in full force until terminated by the Company or resignation by the Contractor in accordance with ARTICLE 6 - Termination.
ARTICLE 2 – SERVICES
2.1 The Contractor shall instruct, guide, and teach swimming, water safety, and/or water fitness & aerobics (the “Services”).
2.2 The Contractor agrees swimming lessons, water aerobics, all tasks, duties, results, inventions, and intellectual property developed or performed pursuant to this Agreement are considered “works for hire” and the results of said work is by virtue of this Agreement assigned to the Company and shall be the sole property of Company for all purposes, including, but not limited to, copyright, trademark, service mark, patent, and trade secret laws.
ARTICLE 3 – COMPENSATION and EXPENSE ACCOUNTS
3.1 Compensation: The Contractor shall be entitled to compensation for performing those tasks and duties related to swimming lessons and water aerobics under the following minute requirements for lessons:
(i) 30 minute lesson, (ii) 40 minute lesson, (iii) 60 minute lesson, (iv) 70 minute lesson, (v) 80 minute lesson, (vi) 90 minute lesson, (vii) 120 minute lesson, (viii) special events, and (ix) referrals.
3.1.1 Rates per session and associated compensation will be provided at the time of executing this Agreement. Once the Contractor agrees to provide lessons for an individual client, the Contractor must complete/finish a total of eight (8) lessons. Failure to do so will subject the Contractor to responsibility for any associated losses to the Company.
3.1.2 There is no additional compensation for group classes. Consecutive lessons at the same location, even with a short break, are based on the rate of the total amount of time taught.
3.1.3 There will be a five-dollar ($5) retained amount from each lesson to be awarded upon completion of each session (usually eight lessons). This policy may be waived after one year of instruction with the Company.
3.1.4 The Contractor will be permanently charged five dollars ($5) for each cancellation given with less than a twenty-four (24) hour notice. The Contractor may request a waiver of this fee by submitting a said request, in writing, by the payroll deadline explaining any unavoidable emergencies. A doctor’s note should be included in the case of illness. Each request will be analyzed on a case-by-case basis.
3.1.5 Compensation shall be payable to the Contractor upon approval of an invoice/timesheet as scheduled. Incorrect or tardy invoices/timesheets will not be processed. Compensation will be paid biweekly between April-September and monthly between October-March, as outlined in the most current timesheet. The Contractor should submit compensation for all unpaid lessons.
3.1.6 Initial payment of compensation may be retained until all required forms and a photo/bio have been submitted.
3.1.7 The Contractor may not discuss payment rates, accept payment, or ask for payment of services rendered directly from any client. The Contractor may accept gratuities or gifts.
3.1.8 The Company and the Contractor agree to maintain separate accounts in regards to all expenses related to performing the swimming lessons or water aerobics. The Contractor is solely responsible for payment of expenses incurred pursuant to this Agreement, to include gas, tools, and travel, unless provided otherwise in writing by the Company.
ARTICLE 4 - RELATIONSHIP BETWEEN THE PARTIES
4.1 The Parties understand and agree their relationship is that of a Party contracting for services and of an Independent Contractor, respectively. Nothing in this Agreement shall be construed to create any relationship of the employee, principal, partnership, or joint venture between the Parties. The Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner unless specifically authorized to do so in writing.
4.2 The Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement.
4.3 The Contractor understands and agrees it shall not be entitled to participate in any of the Company’s employee benefit plans or receive any fringe benefits, which are available only to employees of the Company.
4.4 The Company agrees it shall not withhold from the Contractor any amounts for federal, state, or local taxes, nor make any payments or contributions for FICA, FUTA, state unemployment insurance premiums, worker’s compensation, or other similar tax, or benefit for Contractor. It is understood and agreed the Company shall provide the Contractor with a Form 1099 in accordance with applicable federal, state, and local income tax. The Contractor shall be responsible for, and agrees to comply with, all its obligations under applicable federal, state, and local tax laws for payment of income taxes and, if applicable, self-employment taxes and any other taxes, contributions, payments, or premiums required by law.
4.5 It is contemplated the relationship between the Contractor and the Company shall be a non-exclusive one. The Contractor may also perform services for other organizations and/or individuals. The Company has no right to further inquire into the Contractor’s other activities.
4.6 The Contractor consents to a background screening at the option of the Company.
ARTICLE 5 – CERTIFICATIONS and INSURANCE
5.1 The Contractor agrees to carry the appropriate licenses and/or certifications applicable to his/her/its Services rendered under this Agreement and to carry General Liability insurance with the Company listed as an additional insured.
5.2 The Contractor agrees to immediately provide the Company with proof of any licensing status or certifications required to perform the Services pursuant to (i) this Agreement, (ii) Workers’ Compensation Coverage where required by law, and (iii) and proof of General Liability Insurance, upon request of the Company. It is the responsibility of the Contractor to keep all related certifications and insurance current.
5.3 The Contractor understands and agrees to honor the contents of the client liability form. The Contractor agrees to collect completed liability forms and return them to the Contractor by the fifth (5th) day after receipt of the completed form.
ARTICLE 6 - TERMINATION
6.1 This Agreement may be terminated by the Company by giving fourteen (14) days written notice to the Contractor. The Company shall pay the Contractor for Services completed subsequent to the date of receipt of the written notice.
6.2 This Agreement may be terminated by the Contractor by giving fourteen (14) days written notice to the Company. Notwithstanding the date on which the notice is given, the Contractor shall be required to complete all work/assignments commenced before the date on which the notice is given, even if completion of such work/assignments extent past the fourteen (14) days.
6.3 The written notice shall be delivered in person or by certified mail return receipt. The fourteen (14) day time period commences on the date delivered in person, or the date signed for receipt on the return receipt notice.
6.4 Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, to inequity or under this Agreement.
ARTICLE 7 – CONFIDENTIALITY and NON-DISCLOSURE
7.1 During the course of Services rendered, the Contractor may have access to proprietary, and/or otherwise confidential information (“Confidential Information”) of the Company. Confidential Information is defined as all non-public information which constitutes, relates, or refers to the operation of the business of the Company, including without limitation, all financial, investment, operational, personnel, customer names, sales, marketing, managerial and statistical information, technical information, software, computer techniques, and any and all trade secrets of the Company. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any manner, either directly or indirectly, use for his/her/its personal benefit or divulge, disclose, or communicate in any manner any Confidential Information to anyone or any entity without the written authorization of the Company.
7.2 Notwithstanding anything to the contrary, Confidential Information shall not include information which: (i) was lawfully possessed by the Contractor prior to receiving from Company, (ii) becomes rightfully known by the Contractor from a third-party source, not under an obligation to the Company to maintain confidentially, (iii) is generally known by the public through no fault or failure to act by the Contractor consistent with his/her/its obligations under this Agreement, or (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation.
7.3 The Parties acknowledge Confidential Information is unique and valuable and unauthorized dissemination of such Confidential Information could result in harm to the Company, and such harm would be impossible to calculate. Therefore, the Parties agree the Company shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms herein. Such injunctive relief shall be in addition to any other remedies available in equity or in law.
7.4 The confidentiality obligations shall commence on the Effective Date of this Agreement and continue for a period of five (5) years after the Contractor is no longer subject to this Agreement.
ARTICLE 8 - NON-SOLICITATION
8.1 The Contractor shall not, during the Agreement and for a period of two (2) years immediately following non-renewal or termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers or clients of the Company whom the Contractor became acquainted with during the terms of this Agreement, either for their own benefit or for the benefit of any other person, firm, corporation or organization.
8.2 The Contractor shall not, during this Agreement and for a period of two (2) years immediately following the non-renewal or termination of this Agreement, either directly or indirectly, recruit any of the Company’s employees or contractors for the purpose of any outside business.
ARTICLE 9 - RETURN OF PROPERTY
9.1 On non-renewal or termination of this Agreement, or whenever requested by the Parties, each Party shall immediately deliver to the other Party all property in its possession, or under its care and control, belonging to the other Party, including but not limited to, proprietary information, pool safety checklists, customer lists, trade secrets, intellectual property, computers, equipment, tools, documents, plans, recordings, software, and all related records or accounting ledgers.
ARTICLE 10 - LEGAL COMPLIANCE
10.1 The Contractor is encouraged to treat all Company employees, customers, clients, business partners, and other affiliates with respect and responsibility. The Contractor is required to comply with all laws, ethical codes, and company policies, procedures, rules, or regulations, including those forbidding sexual harassment, discrimination, and unfair business practices.
ARTICLE 11 - NOTICES
11.1 Any notice to be given hereunder by either Party to the other may be effected either by personal delivery in writing or by certified mail return receipt.
11.2 Mailed notices shall be addressed to the Parties at the addresses appearing in the introductory paragraphs of this Agreement, but each Party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing. The Contractor agrees to keep the Company current as to his/her business and mailing addresses, as well as telephone and e-mail.
ARTICLE 12 – DISPUTE RESOLUTION
12.1 The Parties shall first attempt, in good faith, to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (each, a “Dispute”) by informal negotiation and consultation between themselves. In the event, such dispute is not resolved on an informal basis within thirty (30) days after one party provides notice to the other Party of such Dispute (the “Escalation to Mediation Date”), either Party may, by written notice to the other Party, submit the Dispute to Tampa Bay and Pinellas Mediation, 204 37th Avenue North, St. Petersburg, Florida 33704 for mediation.
12.2 The Parties shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties agree to the mediator’s fees and expenses and the costs incidental to the mediation shall be shared equally between the Parties. The Parties further agree all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts, and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose in any arbitration or other proceeding involving the Parties provided, evidence otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
12.3 If the Parties cannot resolve for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, any Dispute within sixty (60) days after the Escalation to Mediation Date, either Party may pursue the option of binding arbitration or litigation for resolution.
ARTICLE 13 - INDEMNIFICATION
13.1 The Contractor shall defend, indemnify, hold harmless, the Company from any and all damages expenses, or liability resulting from or arising out of any negligence or misconduct on the part of the Contractor, or from any breach or default of this Agreement which is caused or occasioned by the acts of the Contractor.
13.2 The Contractor shall ensure its employees and affiliates take all actions necessary to comply with the terms and conditions set forth in this Agreement. The Contractor shall name the Company as an additional insured on any and all general liability insurance policies carried by the Contractor.
ARTICLE 14 - REPRESENTATION
14.1 Each Party of this Agreement acknowledges no representations, inducements, promises or agreements, orally or otherwise, have been made by either party hereto, or anyone acting on behalf of either party hereto, which are not embodied herein, and no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed, and dated by the Parties hereto.
ARTICLE 15 - SEVERABILITY
15.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
ARTICLE 16 - GOVERNING LAW
16.1 This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Florida.
ARTICLE 17 - ENTIRE AGREEMENT
17.1 This Agreement is an independent document and supersedes any and all other Agreements, either oral or in writing, between the Parties hereto.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first above written.
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Document Name: Independent Contractor Agreement
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