Contractor Agreement
Independent Contractor Agreement
THIS CONTRACT is made as of the ______day of__________________, 20____, between The Museum of Human Achievement (“MoHA”), a 501(c)3 non-profit incorporated under the laws of Texas and having its principal place of business at 3600 Lyons Rd., Austin, TX, 78702. MoHA and ____________________, of Austin, TX, the Independent Contractor. WHEREAS MoHA desires to obtain the benefit of the SERVICES of the Independent Contractor, and the Independent Contractor desires to render such services on the terms and conditions set forth. IN CONSIDERATION of the promises and other good and valuable consideration, the parties agree as follows:
Terms
The initial term (the “Term”) of this Agreement shall be for a period of _____ months, commencing on the Effective date signed on this Agreement, unless earlier terminated as provided in Section 9 and 10.
The Contractor is an Independent Contractor of MoHA. Nothing contained in this document will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. The Independent Contractor may not act as agent for, or on behalf of MoHA, or to represent or bind MoHA in any manner. Both parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any Agreement between the parties and any other person, firm or organization or any law or governmental regulation.
This Agreement remains in full force and effect for one year as of the date of both parties signing.
Responsibilities & Deliverables
See attached Exhibit for job description or scope of work. Contractor is required to read and sign the Code of Conduct and Liability Waiver as part of this Contract Agreement.
Compensation
In consideration of all services to be rendered by the Contractor to MoHA, MoHA shall pay to the Contractor the sum of $___ per hour worked. Said compensation shall be paid on a ________ basis.
At the beginning of each project, a work time estimate (upon the length of the project to execute) will be agreed for both parties, leaving the possibility of an extension of work based on the demands of the project, this extension of work will be set up within 1-2 days before the end of the work time estimate.
During certain periods of the year, there will be more hours available toward certain projects. Based on verbal agreements between MoHA and the contractor as well as advance scheduling, the amount of approved work hours may rise or fall depending on need.
Additionally, MoHA frequently partners with other organizations to present work. When appropriate, MoHA will always recommend providing its own staff, independent contractors and/or administrative help toward outside events. Depending on the budget, scale and timeline, these additional hours may be negotiated separately and on either a fixed payment or different hourly rate.
Payment Criteria and Process
The Contractor will clock-in all hours in T-sheets or through any other approved method provided by MoHA. Those hours will be reviewed and approved Weekly. Based on the agreement set out above in section 3. Hours not approved in time sheets by the end of any given month will not be valid in the next following month.
Expenses
The Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes equipment, tools, automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement. The Client will not require the Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement.
Client shall reimburse Contractor for the following expenses that are attributable directly to work performed under this Agreement: ____________________________________.
Contractor shall submit an itemized statement of Contractor's expenses. Client shall pay the Contractor within 30 days after receipt of each statement.
MoHA shall not be responsible for federal, state and local taxes derived from the Independent Contractors net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers’ compensation, disability benefits or other legal requirements applicable to the Contractor.
Insurance
Except with respect to the parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.
Confidentiality
Each party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other party, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving party reasonably should know is confidential as confidential, and protect the information with the same degree of care as each party uses to protect its own confidential information. The parties intend that, to the extent the deliverables or a portion of the deliverables qualify as a “work made for hire,” within the definition of Section 101 of the Copyright Act of the United States (17 U.S.C. § 101), it will be so deemed a work made for hire.
If the deliverables do not qualify as work made for hire, and/or as otherwise necessary to ensure the MoHA’s complete ownership of all rights, titles and interest in the deliverables, the Contractor shall transfer and assign to the MoHA all rights, titles and interests throughout the world in and to any and all deliverables. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the deliverables in any way MoHA sees fit. MoHA grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the deliverables on a platform personally controlled, in whole or in part, by the Contractor. MoHA may revoke this license at any time by requesting the removal of the deliverables displayed by the Contractor. Upon such request, the Contractor shall remove the deliverables from the platform, and provide written notification of such removal. Confidential Information does not include any information that at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving party or its representatives).
Non-Performance
The Independent Contractor shall notify MoHA of any change(s) to the schedule that could adversely affect the availability of the Independent Contractor, deliverables, or due dates, whether known or unknown at the time of this Agreement, no later than 7 days prior to such change(s). The Contractor shall indemnify and hold harmless MoHA, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Contractor’s services under this Agreement.
Severability
Either party may terminate this Agreement for cause by providing the other party written notice if the other party: is in material breach of this Agreement and has failed to cure such breach within five (5) days after its receipt of written notice of such breach provided by the non-breaching party; engages in any unlawful business practice related to that party’s performance under the Agreement; or files a petition for dissolution, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property.
Termination
In the event that the contractor seeks to terminate this Agreement, MoHA requires a 30-day notice except in the case of an emergency or a code of conduct violation. Any violation of the code of conduct provided with this document by either the contractor or leadership at MoHA will be grounds for immediate nullification of this agreement.
Integration
This Agreement, and any accompanying appendices, exhibits, duplicates, or copies, constitutes the entire Agreement between the parties, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the parties, preceding the date of this Agreement. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
Choice of Law
This Agreement is governed by and construed in accordance with the laws of the State of Texas without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Texas.
