This Agreement is made and entered into by and between Stimpunks Foundation, identified from this point on as the CLIENT and you the contractor, identified from this point on as the CONSULTANT.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Term
This Agreement shall commence on the Start Date below, and, unless earlier terminated as authorized herein, shall terminate on the End Date.
2. Scope and Timing of Services
The CONSULTANT will provide the services set forth in the Scope of Services as well as such other related consulting and advisory services as may be reasonably requested by the CLIENT until End Date. The CONSULTANT will use their reasonable best efforts to perform the services in a timely and professional manner consistent with the highest industry standards by the respective completion dates as set forth by the CLIENT.
In consideration of the payment described in section 3 of this Agreement, CONSULTANT agrees to assist in the delivery of services and deliverables as detailed in the Scope of Services, which is attached to this Agreement.
It is recognized by both parties to this Agreement that other duties and responsibilities not listed above may be undertaken by CONSULTANT by mutual agreement between the parties, memorialized in writing.
In the performance of the services, the services and the hours CONSULTANT is to work on any given day will be entirely within CONSULTANT’S control and the CLIENT will rely upon CONSULTANT to put in such number of hours as is reasonably necessary to fulfill the spirit and purpose of this Agreement.
3. Compensation
In consideration of the services described above, the CLIENT hereby agrees to pay to CONSULTANT according to Payment Terms below, not to exceed any stated limits without prior agreement between both parties.
Payments shall be made following invoicing from CONSULTANT to include hours worked and detailing services/milestones reached. Invoices may be submitted beginning on Start Date and paid upon receipt of an invoice from the CONSULTANT.
4. Relationship of the Parties
It is the express intention of the parties hereto that the CONSULTANT’s relationship with the CLIENT is strictly that of an independent contractor and nothing contained in this Agreement shall be construed to place the parties in the relationship of employer-employee, principal-agent, partners or joint venturers. It shall be CONSULTANT’s obligation to obtain and maintain at his or her own expense adequate workers’ compensation, disability, errors and omissions and any other insurance that may be required by applicable law. The CONSULTANT shall have no restrictions on their ability to provide services to persons or entities other than the CLIENT. The CONSULTANT is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the CLIENT or to bind the CLIENT in any manner. The CLIENT shall not be obligated to and will not withhold from CONSULTANT’s compensation under this Agreement any amounts for, and the CONSULTANT will be solely responsible for paying and making any filings related to, all applicable federal, state and local income taxes (including all employment taxes), withholdings, Social Security, Medicare, unemployment insurance or similar items.
5. Compliance with Law
The CONSULTANT represents and warrants to the CLIENT that for the term of this Agreement they will be in full compliance with all applicable federal, state and local laws and regulations governing the CONSULTANT and their business and the performance of their obligations hereunder.
6. Confidentiality Agreement
During the term of this Agreement and thereafter, CONSULTANT will hold in strictest confidence, and not use, except for the benefit of the CLIENT, or disclose to any person, firm or corporation without written authorization of the CLIENT, any Confidential Information of the Company. “Confidential Information” includes, but is not limited to, proprietary information, proposals, financial information, trade secrets, stakeholder lists, and other sensitive information disclosed to the CONSULTANT by the CLIENT, either directly or indirectly.
7. Company Property
CONSULTANT acknowledges that all originals and copies of materials, records, and documents generated by CONSULTANT or coming into CONSULTANT’s possession during the course of and in furtherance of providing services to the CLIENT hereunder are the sole property of the CLIENT. CONSULTANT further agrees to return all such property upon request and, in any event, immediately after the termination of this Agreement, unless CONSULTANT receives written permission from the CLIENT to retain certain materials, records and documents.
8. Proprietary and Confidential Information
The CLIENT shall own all rights, title, and interest in and to all intellectual property created in the performance of this Agreement, but this does not include work created by the CONSULTANT to carry out the scope of consulting work before, during, or after the contractual period. These works include assessment tools, techniques, and other property of the CONSULTANT. Prior to any use of the intellectual property owned or provided by the CLIENT (including, but not limited to, all use of the CLIENT materials in the CONSULTANT’S publications and materials) CONSULTANT must first secure written permission for each specific use. CONSULTANT will credit the CLIENT each time it uses any such intellectual property.
9. Termination
The CLIENT and CONSULTANT shall have the right, in their sole discretion, to terminate this Agreement at will with two (2) weeks written notice to the non-terminating party. Following termination of this Agreement, the CLIENT shall have no obligation to pay CONSULTANT for work that, as of the date of said termination, was not completed.
10. Conflict Resolution
If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its commercial mediation procedures before resorting to arbitration, litigation or some other dispute resolution procedure. If they do not reach such solution within a period of sixty (60) days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its commercial arbitration rules.
11. Modification
The terms of this Agreement may only be modified or waived by written agreement, signed by both of the parties.
12. Entire Agreement
This Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements and understandings between them relating thereto. Only an instrument executed by the authorized representatives for both Parties may amend this Agreement.
IN WITNESS WHEREOF, the persons signing below warrant that they are duly authorized to sign for and on behalf of the respective Parties. The signatures of the authorized representatives of the Parties below demonstrate the Party’s acceptance of the terms and conditions of this agreement.
