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THIS AGREEMENT made on between Firstnote Inc. and (Independent Contractor) residing at
WHEREAS, the Company is a school of music providing in-home lessons, whereby Independent Contractors are not supervised in person by Company officials, and duties involve sensitive personal relationships between teacher and student; and. WHEREAS, the Independent Contractor acknowledges that reliable transportation is required (e.g. a car) as well as valid and current comprehensive and collision insurance on his/her vehicle; and WHEREAS, the Independent Contractor acknowledges that he/she often has the majority of contact with the clients, and there must be a trust relationship between Company and Independent Contractor; and WHEREAS, the Independent Contractor acknowledge that consistent and reliable teachers are necessary in order to continue to develop and maintain an excellent reputation and good will with the public in general and with its clients in particular; and
WHEREAS, the Independent Contractor is NOT an employee of Company for any purposes, including but not limited to, State or Federal income tax, Social Security, worker's compensation, unemployment compensation, or similar laws; and WHEREAS, the Company and the Independent Contractor agree that a condition of the Independent Contractors selection to service those accounts and customers is that the Independent Contractor agrees that the Company has valuable accounts, customers, trade secrets and confidential information which Independent Contractor will not reveal, disclose, solicit either itself or through third parties, agents or principals; and NOW, THEREFORE, in consideration of the agreed upon compensation, and for other good and valuable consideration, it is hereby agreed by the Company and Independent Contractor as follows
ARTICLE I Term
1.1 Term The term of this Agreement shall be one year. The Agreement shall automatically renew unless notice is given in writing 30 days prior to the end of the term. Independent Contractor is available to start work on . Independent Contractor shall not terminate their existing services, or availability to provide services sooner than . Independent Contractor's initials. 1.2 Cancellation. Company may cancel for any time for any reason with 30 days notice in writing to the address at the bottom of the contract or the last known address of the Independent Contractor, its principal or agent. Company may cancel for cause with no advance notice if Independent Contractor violates this agreement, commits any act of dishonesty against the Company or its employees or clients, behaves in any way that would bring the company into disrepute, or if the Company reasonably believes continuing the contract would expose an employee or client to any risk, whether physical, mental, or pecuniary. 1.3 Referrals. The Company agrees to refer clients to Independent Contractor within the guidelines offered by Independent Contractor in Article III. The Independent Contractor must accept referrals which are within those guidelines and shall be obligated to fulfill the duties specific to each referral as agreed upon by Company, the Client, and Independent Contractor. Any referral made by Company which is not specified by Independent Contractor as per this Agreement shall be at the discretion of the Independent Contractor to accept or refuse. Once verbally or otherwise accepted, however, Independent Contractor cannot terminate those assignments, until his/her overall contract expires. Any changes involving permanent guideline expansion or limitation must be in writing and signed by both parties. 1.4 Withdrawal of Clients. Company, reserves the right to withdraw referred Clients if Client requests such a change. 1.5 No Minimum. INDEPENDENT CONTRACTOR IS NOT GUARANTEED ANY MINIMUM NUMBER OF LESSONS/ASSIGNMENTS. However, since it is in the best interest of both parties that Company refers as many students as possible to Independent Contractor, every effort shall be made by Company to accomplish this. 1.6 Telephone Service Required. Independent Contractor agrees to have telephone services with voice mail and/or answering machine, in order to receive assignments promptly. Independent Contractor also agrees to notify Company immediately by phone, and then by mail. of any changes in name, address, or telephone number. Independent Contractor agrees to return phone calls from Company and/or Clients. within twenty four (24) hours. 1.7 Attendance. Independent Contractor agrees to attend all lessons and be on time. If Independent Contractor is unable to attend a lesson, the Independent Contractor must call the Client and reschedule the lesson if possible. Parties agree that this shall be determined as an excused absence. Clients/Students. themselves, shall determine the appropriate amount of Independent Contractor's excused absences. However, Company may make this determination independently of Client/Student input. 1.8 Absences. Independent Contractor is allowed only one (I) Unexcused day in a three month period. Absences for a period extending beyond one (l) week must be approved by management, and may require a doctor's note. 1.9 Company's Damage from Absences. If Company determines excessive absences or tardiness, Company reserves the right to reduce the Independent Contractor's commissions for the amount that the Company's share would have been had all lessons given on time and properly, and to pursue collections in Court. 1.10 Report to Third Parties. Independent Contractor acknowledges that Company will constantly monitor his/her performance, through Client comments and concerns. To this end, Independent Contractor specifically agrees to allow Company to report, to credit agencies, to references given on his/her application/resume, and to any other third party, requests for information about Independent Contractor's performance, ongoing or completed, negative or positive, including for up to two years after Independent Contractor's tenure with Company has expired. Independent Contractor agrees to hold Company harmless under this provision. 1.11 Assistance. Both parties agree to assist each other in enforcing Client contracts.
1.12 Assistance Upon expiration. At the expiration of the Agreement, Independent Contractor agrees to encourage his/her student to contact Company to be reassigned to another Firstnote Inc. instructor.
ARTICLE II Policy and Procedure
2.1 Invoices. The Independent Contractor shall submit (by mail or personal delivery) a timely, truthful, accurate and signed billing invoice to Company every other Friday, being postmarked by Saturday, detailing work performed. Company agrees to provide a printout for Independent Contractor once every two weeks, based on the most current lesson reformation available. 2.2 Accuracy of Invoices. Parties agree that promptness and accuracy is crucial for the purposes of keeping Client accounts up-to-date. Errors on billing invoice are not acceptable because discrepancies usually harm Client account balances. 2.3. Late Invoices. For billing invoices that are postmarked after the end of pay period, the Company reserves the right to reduce compensation by $15.00 (fifteen dollars) per day that the invoice is late. 2.4 Paychecks. Company agrees that Independent Contractor shall receive his/her paycheck no later than Friday, the following week, barring any unforeseen circumstances such as mail delivery, and assuming the billing invoice was submitted on time. 2.5 Collections. Independent Contractor is responsible for collecting payments from Clients and forwarding them to Company, unless otherwise agreed upon. Company agrees to mail to Independent Contractor a printout detailing monies to be collected once every two weeks, which will list due dates/amounts. Company also agrees, at independent Contractor's request, to assist with accounts that have become delinquent. 2.6 Cash Payments. if Independent Contractor accepts cash from Client it shall be given personally to an agent of the Company, or be declared au offset against commission due Independent Contractor. Please do not mail cash. 2.7 Effect of Nonpayment. Parties agree that Independent Contractor receives a portion of the payment received from Client and if no payment is collected, Company has no obligation to pay Independent Contractor. Further, Company also reserves the right to offset commission due Independent Contractor in amount equal to any due and unpaid Client's account receivables, and to pursue collections in court. 2.8 Good Faith Effort to Collect. If Company determines Independent Contractor has made a good faith effort to collect from a delinquent Client, Company will compensate Independent Contractor for lessons even if no payment had been received from Client. Company alone shall determine what constitutes a good faith effort. 2.9 Termination by Client. If Client terminates or intends to terminate lessons, Independent Contractor shall notify Company by telephone, as well as on the billing invoice following the receipt of said information. 2.10 No Free Lessons. Independent Contractor shall not give free lessons to any Client, unless authorization from Company is granted Should Company authorize free instruction, Independent Contractor shall be accordingly compensated. 2.11 No Waiver. Failure of Company to conform to this Article II is not a waiver of the Company's right to enforce this provision.
ARTICLE III Contractor's Compensation and Guidelines
3.1 If the lesson length is one (1) hour the Independent Contractor shall receive$26.00. Independent Contractor's initials 3.2 If the lesson length is forty-five (45) minutes the Independent Contractor shall receive$19.50. Independent Contractor's initials 3.3 If the lesson length is thirty (30) minutes the Independent Contractor shall receive $13.00. Independent Contractor's initial . 3.4 If the lesson length is fifteen (15) minutes the Independent Contractor shall receive$6.50. Independent Contractor's initials 3.5 Independent Contractor shall receive an auto allowance of $0.50 per lesson given. Independent Contractor's initials 3.6 Independent Contractor shall conduct recreational/vocational lessons, offering no degrees, for the following instruments and levels (Beginner - B, Intermediate = I, Advanced - A). 3.7 Independent Contractor agrees to work in the following suburbs/parts of town: 3.8 Independent Contractor agrees to work the following days and hours: 3.9 Independent Contractor and Company agree that the limit on number of students Independent Contractor is willing to teach per day is: Independent Contractor's initials: 3.10 Independent Contractor and Company agree that the limit on number of students Independent Contractor is willing to teach per week is. Independent Contractor's initials .
ARTICLE IV Restrictive Covenants
4.1 Non-competition Agreement.. As a material inducement to Company to enter into this Agreement, Independent Contractor agrees to perform services for the benefit of the Company. Independent Contractor further agrees that, while the Agreement is in force and for a period of twelve (12) months from the data of cancellation or termination of the Agreement with the Company for any reason, Independent Contractor will not solicit or accept solicitation from, or by any third party on behalf of, current or former clients of the Company, or enter into a contractual relationship to provide the same or similar services as provided through Firstnote. This restriction is limited to an area sixty miles in all directions from locations serviced by Independent Contractor, at any time, under the terms of this Agreement 4.2 Non-Solicitation of Clients. During Independent Contractor Agreement with the Company and for twelve (12) months after the termination of the Agreement. for any reason, Independent Contractor will not directly or indirectly, as owner, employee or otherwise, solicit any client who is a client of Company's at the time Independent Contractor's Agreement terminates. 4.3 Non-solicitation of Employees. During Independent Contractor's Agreement and for twelve (12) months after the termination of the Agreement, for any reason, Independent Contractor will not directly or indirectly, as owner, employee or otherwise, employ or solicit any employee of Company to provide services to any client who is a client of the Company's at the time the Independent Contractor Agreement terminates.
ARTICLE V Disclosure Of Confidential Information
5.1 Client Confidential Information. For the purposes of this Agreement "Client Confidential Information" means any information not generally known (whether in written or electronic form and whether communicated orally or otherwise), which is provided to Company by a Client, is proprietary to the Client and relates to the Client's existing or reasonably foreseeable business. 5.2 Company Confidential Information. For purposes of this Agreement "Company Confidential Information" means any information not generally know (whether in written or electronic form and whether communicated orally or otherwise) which is proprietary to Company and relates to Company's existing or reasonably foreseeable business, including, but not limited to information relating to Company's marketing techniques, materials, articles, recording, techniques, lessons, affairs, pay disputes, personnel policies, management decisions, developments, methods, client and prospective client lists, employee lists, financial, and compensation matters. All information which Company identifies as being "confidential" or "trade secret" shall be presumed to be Company Confidential Information. 5.3 Non -disclosure of Confidential Information. Independent Contractor acknowledges that as a result of this Agreement with Company, Independent Contractor will have access to Client Confidential Information and Company Confidential Information, As a material inducement to Company to enter into this Agreement Independent Contractor agrees that it will not at any time during or following the term the with Company, directly or indirectly disclose, except in the course of its duties under the Agreement, any Company or Client Confidential Information obtained or disclosed as a result of its duties under the Agreement with Company, without prior written authorization of Company. 5.4 Surrender of Records. Independent Contractor agrees that upon termination of this Agreement for any reason or at the request of Company, Independent Contractor will surrender to Company all records or documents, maintained in whatever form, including copies, kept by Independent Contractor containing Client or Company Confidential Information. Independent Contractor further agrees that, at the request of Employer, Independent Contractor will execute a written statement certifying that it has complied with the requirements of this paragraph. 5.5 Violation of Agreement. Independent Contractor agrees that if it violates or threatens to violate any of the covenants or terms of this Agreement, Company shall be entitled to a temporary restraining order barring Independent Contractor from further real or threatened violations. This remedy shall be in addition to and shall not limit any of the right~ or remedies to which Company is or may be entitled. Independent Contractor agrees to reimburse Company's costs and attorneys' fees incurred in enforcing the terms of this Agreement. 5.6 Survival and Reasonableness of Restrictive Covenants. Independent Contractor has carefully read and considered the Restrictive Covenants above and agrees that the restrictions and provisions therein are fair, reasonable, and reasonably required for the protection of Company's business interests. Independent Contractor acknowledges that it understands and has had the opportunity, to review this Agreement with counsel of Independent Contractor's own choosing. The provisions of Articles IV, V, and VI shall survive the termination of this Agreement.
ARTICLE VI Damages and Enforcement:
6.1 Independent Contractor Status. Independent Contractor, acknowledges that it remains entirely independent of the Company and no kind of employment agreement or joint enterprise is formed by this Agreement. Independent Contractor is free to perform its task at the time and in the manner it deems appropriate. It is expected to provide sufficient personnel and equipment to perform the tasks required of it under this Agreement. 6.2 Exclusivity. This Agreement is non exclusive and Company and Independent Contractor may enter into similar agreements with third parties. This is subject to the noncompete agreement above. 6 3 Liquidated Damages In the event of a breach [breach types are enumerated below] of this Agreement by the Independent Contractor. the Company will suffer damages that are difficult or impossible to estimate These damages include, but are not limited to the cost of locating and hiring a replacement for Independent Contractor, lost revenue from missed lessons while a replacement is sought and permanently lost clients Independent Contractor agrees that a reasonable estimate of those damages is ( A and B and C )
6.4 Assurances Independent Contractor agrees to provide Company, within a reasonable amount of time, adequate assurance or reaffirmation that independent Contractor will perform within the provisions of this Agreement at any time Company requests such assurance Company may elect to treat the repudation or lack of response by Independent Contractor to the request for assurances as am immediate breach of this Agreement. 6 5 Limitation of Damages. In no event shall the Company, its suppliers, or any third party who provides goods or services to Independent Contractor be liable for any damages whatsoever ( including without limitation, incidental and consequential damages, lost profits, or damages resulting from business interruption ) resulting from failure to provide students, training or supervision to Independent Contractor, whether based on warranty, contract, tort, or any other legal theory and whether or not the Company is advised of the possibility of such damages 6 6 ldemnification. Independent Contractor agrees to indemnify and hold harmless Company from any and all costs, claims or liability of any kind arising out of :
(a) the conduct of Independent Contractors business or any work, activity or other things done in performance of this Agreement; (b) any breach or default in the performance of any of Independent Contractor's obligation under this Agreement; (c) any misrepresentation or breach of warranty by Independent Contractor under this Agreement; and (d) any other acts or omissions of Independent Contractor, its agents or contractors.
Independent Contractor shall, at Independent Contractor's expense, and by counsel acceptable to Company, defend Company in any action or proceeding arising from such claim or liability and shall indemnify Company from and against all costs, attorney fees, expert witness fees and other expenses incurred in such action or proceeding As a material part of the consideration for Company's execution of this Agreement, Independent Contractor assumes all risk of damage to property and injury to persons from any cause relating to the Agreement, and Independent Contractor hereby waives all claims in respect thereof against Company, except for any claim arising out of Company's gross negligence or willful misconduct
6.7 Licenses Laws and Taxes. Independent Contractor agrees to maintain all necessary licenses and comply with all applicable laws. This includes Independent Contractor's responsibility for paying all taxes, duties, assessment~ or other government charges imposed now or in the future by any government agency, for carrying out obligations under this Agreement, or for any payment made to Independent Contractor by Company in connection with this Agreement. 6.8 Entire Agreement. This document contains the parties' entire agreement with respect to services to be provided by Independent Contractor. Any modifications of this Agreement must be in writing and signed by the parties hereto. The terms of this Agreement must be in writing and signed by the parties hereto. This Agreement supersedes and revokes all prior agreements or representations by and between the parties, whether written or oral. 6.9 Assignment. Company retains the right to assign any of its rights or duties hereunder without notice to Independent Contractor. Independent Contractor acknowledges that the services he/she shall perform hereunder are services of a special nature. Independent Contractor shall not assign his/her duties, obligations or rights hereunder. 6.10 Waiver. Company's failure to enforce any of the terms of this Agreement or any similar agreement in one instance shall not constitute a waiver of rights hereunder with respect to other violation of this or any other agreement. 6. l 1 Governing Law. This Agreement shall be governed by the laws of the State of Minnesota. and without regard to its conflict of law provisions, and any action to enforce the terms of this Agreement shall be venued in the District Court of Hennepin County, Minnesota. 6.12 Severability. in the event that any provision of this Agreement, or any word, phrase, clause, sentence or other portion thereof should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under applicable laws. 6.13 No Employment Agreement. This is not an employment agreement and nothing herein shall be construed as granting Independent Contractor a right to employment. 6.14 Headings. All headings and titles are for convenience only and should not be used in the interpretation of this contract. 6.15 Notices. Any notice, request, instruction, legal process or other instrument to be given or served hereunder shall be deemed given or served as if in writing and delivered personally or sent by first class prepaid certified mail, return receipt requested, or by telex confirmed by mail as aforesaid, to the respective party at the address listed below.
Independent Contractor:
IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written. By federal law when you submit this form in agreement by clicking the "submit" button you are entering into a contract with us if accepted. You are saying the information provided "is true to the best of your knowledge" as if signed in the presence of a notary public. Contractor Signature:
FIRSTNOTE INC, TEL: 612-721-1999; FAX 721-3555 3448-19th AVE., SOUTH MINNEAPOLIS, MN 55407-1118
Addendum I
In order for independent Contractor to be discharged from their contractual obligations by reason of illness or disability, the following standards apply: Contractor must be totally and permanently disabled as defined by the Social Security Administration, Disability/illness must be of such a nature that contractor cannot engage in any kind of gainful employment in any occupation, nor is he/she able to seek employment elsewhere for the duration of his/her contract's terms with Firstnote Inc. If Company 'deems it necessary independent Contractor shall be required to submit any medical records so as to corroborate Independent Contractor's disability/illness claim. By federal law when you submit this form in agreement by clicking the "submit" button you are entering into a contract with us if accepted. You are saying the information provided "is true to the best of your knowledge" as if signed in the presence of a notary public.
Contractor signature: Date: Firstnote Inc. Director: Date: Amendment and Commentary:------ By federal law when you submit this form in agreement by clicking the "submit" button you are entering into a contract with us if accepted. You are saying the information provided "is true to the best of your knowledge" as if signed in the presence of a notary public. Signature of Contractor: Date: Signature of Firstnote Inc. Director: Date:
Addendum II
Contractor states he/she is in good health and does not have any illness or injury, physical or mental or allergies (such as Pollen, Pet hairs etc.) that would substantially interfere with contractor's overall duties (teaching in homes and driving). If contractor has any of these things leave blank or Do not Sign.
Contractor signature: Date:
Firstnote Inc. Director:
Date:
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