An anonymous reader writes: My employer rejected the initial contractor agreement I offered, and suggested I sign this one that he's worked very hard on. It's so terrible I thought I would ask for advice from the folks here. I know most of you are NOT lawyers, but how have you reacted to badly-worded contracts? The IRS says my work duties define me as an employee, but obviously my employer has written this such that he won't have to pay taxes, and I take on all liabilities. As I was out of work for 380 days, I'd hate to lose this job, which pays a middling amount if I have to pay taxes from it — but I took the role because I've been desperate to find a job. I'm 46 and it's difficult to find anyone who is interested in an experienced IT professional in my hometown.
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INDEPENDENT CONTRACTOR CONTRACT 2/20/2014
This Independent Contractor Agreement (this "Agreement") is made effective as of October 01, 2014, by and between EMPLOYER, and or affiliate companies of 4404 Technology Drive, South Bend, Indiana 46628, and ______________ of______________, ______________, ______________ ______________. In this Agreement, the party who is contracting to receive the services shall be referred to as "CP" or owner, and the party who will be providing the services shall be referred to as ''IC'' for independent contractor.
1. DESCRIPTION OF SERVICES. Beginning on _____________________ will provide the following services (collectively, the "Services"): IT Consulting services [DON'T YOU THINK THIS IS OVERLY BROAD?]
2. PAYMENT FOR SERVICES. CP will pay compensation to IC for the Services at a rate of $30 per hour. IC will receive payment for services within two weeks of completing the required services. Should IC assistance be required for an extended period of time, the Company will remit payment for services completed at least every two weeks as necessary to deliver full compensation. If applicable, any other compensation arrangements or bonuses would be attached as exhibit ''a''. IC will advise CP each Friday when IC is available to render services for the following week to include which days they can work and what hours each day so CP can properly plan for the next week. IC warrants to take a 60 minute unpaid lunch break for each day when they have chosen to work more than 4 hours. IC will report hours of consulting services with an online method or service for time tracking acceptable to both parties. If either party terminates this agreement, CP sole responsibility would be to compensate IC for hours worked as referenced and detailed herein. If applicable, no additional bonus compensation, not yet due, would be required to be paid in the event of termination. [FROM 1991-1996 EMPLOYERS BILLED ME OUT AT $135/HOUR. NOBODY HAS SO TIGHTLY DEFINED WHETHER OR NOT I COULD TAKE A LUNCH. SOME DAYS I WORK FROM 10AM-9PM, NO OVERTIME. I HAD BEEN GETTING PAID EACH MONDAY OR TUESDAY. MOVING TO BI-WEEKLY CHECKS IS A BIG DEAL FOR THE EMPLOYER.]
3. TERM/TERMINATION. This Agreement may be terminated by either party for any reason, upon 3 days written notice to the other party or immediately by CP, if IC has violated any of the policies and procedures of CP. IC warrants that they will not conduct personal business during the time they are charging CP a consulting fee, except in the case of documented emergency. This includes, but is not limited to personal email, viewing of others email, texting, phone calls, social networking, web surfing and any other activity that CP would consider not related to the consulting services they are rendering. CP is not required to give a warning to IC as it relates to this policy and could be ground for immediate termination of this agreement. [AS A CONTRACTOR, I AGREE TO FINISH WORK IN A SPECIFIED PERIOD OF TIME — BUT TO DISALLOW ME TO USE MY PHONE MEANS I CANNOT RESPOND TO OTHER OPPORTUNITIES. THE FACT THAT THERE'S NO 1-2-3 WARNING SYSTEM IS SUSPICIOUS.]
4. RELATIONSHIP OF PARTIES. It is understood by the parties that IC is an independent contractor with respect to CP, and not an employee of CP. CP will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of IC. IC acknowledges and accepts that CP will not withhold or pay any FICA taxes and that IC would be responsible for the payments of any and all government taxes themselves. Contractor will be treated in all respects as a "Statutory Non-Employee" for federal tax purposes and as an independent contractor for state, county, and local taxes. IC hereby waives any claims IC has or may have against CP now or in the future respecting such taxes and the right of CP not to withhold, not to pay, and not to contribute to such taxes on behalf of IC. IC indemnifies CP as it relates to this paragraph.
5. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by IC in connection with the Services shall be the exclusive property of CP. Upon request, IC shall sign all documents necessary to confirm or perfect the exclusive ownership of CP to the Work Product.
6. OWNERSHIP OF SOCIAL MEDIA CONTACTS. Any social media contacts, including "followers" or "friends," that are acquired through accounts (including, but not limited to email addresses, blogs, Twitter, Facebook, YouTube, or other social media networks) used or created on behalf of Cooreman Properties are the property of Cooreman Properties. IC personal accounts that not used or created on behalf of CP would not apply.
7. CONFIDENTIALITY. IC will not at any time or in any manner, either directly or indirectly, use for the personal benefit of IC, or divulge, disclose, or communicate in any manner any information that is proprietary to CP. IC will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, IC will return to CP all records, notes, documentation and other items that were used, created, or controlled by IC during the term of this Agreement. Should these items not be returned, IC may be responsible for a $275. fee to cover costs of recovery.
8. INJURIES. IC acknowledges IC's obligation to obtain appropriate insurance coverage for the benefit of IC (and IC's employees, if any). IC waives any rights to recovery from CP for any injuries that IC (and/or IC's employees) may sustain while performing services under this Agreement and that are a result of the negligence of IC or IC's employees. IC hereby rejects workman’s compensation coverage and gives CP notice that IC elects not to be covered by the policy, and hereby waives claim to all rights of action in common law or under any statute or other law to recover from CP damages for any injuries sustained in the course of the independent contractor relationship. IC shall acquire on IC's own behalf as a self-employed person such worker's compensation and disability insurance as IC deems appropriate and consistent with IC's status as an independent contractor and with the mutual intent of CP and IC not to create an employer/employee relationship. IC hereby agrees not to claim or assert, or to support any third party assertion of, the existence of an employer/employee relationship between CP and IC. [THIS PART MAY BE ILLEGAL IN SOME STATES, BUT PROBABLY NOT INDIANA, A WORKER-HOSTILE STATE. I SHOULDN'T BE ON THE HOOK IF HIS ROOF CAVES IN ON ME, ETC.]
9. INDEMNIFICATION. IC shall be solely and exclusively responsible for any fines, taxes, penalties, interest, costs, expenses, damages, loss or liability, of any kind or nature, arising out of any demands, suits, actions, proceedings or claims (collectively "Claims") relating to or arising out of IC's negligence in his or her business endeavors on behalf of owner or IC's other conduct or activities even if such Claims are brought or filed after termination or expiration of this Agreement or any Renewal of this Agreement. IC agrees to indemnify, defend and hold owner and each of their officers, directors, shareholders, partners, employees and agents, harmless from and against, and to reimburse them for, all fines, taxes, penalties, interest, costs, expenses, damages, loss or liability for which any of them are held liable or which they reasonably incur in connection with any Claims including, without limitation, the full amount of any errors and omissions insurance deductible, actual and consequential damages, reasonable attorneys' fees, court costs, expert witness fees and litigation expenses to enforce the terms and conditions of this agreement.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. Owner reserves the right to revise this agreement in anyway with a written three day notice.
11. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. This agreement supersedes any prior agreements as it relates to the terms and conditions herein. [INDIANA IS A FREE-TO-WORK STATE, AND THE BOSS COULD FIRE ME WITHOUT ANY NOTICE]
12. APPLICABLE LAW, POLICIES, PROCEDURES. This Agreement shall be governed by the laws of the State of Indiana. IC shall at all times abide by the safety rules, regulations and working conditions of the Company and maintain the highest standard of professionalism and workmanship in accordance with Company Policy. Any and all disputes or claims between CP and the IC arising out of this contract shall be resolved by submission of the same to a private mediation council of the CP choice for resolution. This agreement is subject to check of references, background, credit checks, etc. which IC hereby agrees and grants their consent before or during the time of this agreement. IC warrants she/he has a valid drivers license and will notify CP if this is no longer true. IC reserves the right to monitor any or all of IC work product or communications, or devices during their consulting time at CP.
13. WORK SPACE AND EXPENSES. CP agrees that in consideration of IC’s services in support of CP’s real estate business, CP shall, while this Agreement remains in force, make available to IC for IC's non-exclusive use, an office or desk space, together with access to copy machine, fax machine, telephone, high speed internet. IC shall be responsible for all of IC personal expenses, including but not limited to automobile, phone, travel, workers' compensation, disability and other insurance, education classes, entertainment, food, lodging, license fees, , and all other fees, dues and taxes and any expense not specifically addressed in this agreement. CP shall not be liable to the IC for any expenses incurred by the IC, or for any of the IC acts. The IC shall have no authority to bind CP by any promise or representation, unless specifically authorized in a particular transaction. IC warrants to only use computer provided by CP. IC will provide immediately, all passwords to access all equipment used during relationship with CP. [PC PROVIDED IS A MIDDLING SPEED DELL LAPTOP WITH POOR EXTERNAL VIDEO SUPPORT, SO I'VE BEEN RUNNING MY SAMSUNG I5 LAPTOP AS A PRIMARY COMPUTER INSTEAD.]
14. Good Business Practices. IC shall abide by all applicable laws, ordinances and regulations including, without limitation, local, state, and federal laws and regulations relating to real estate transactions and real estate service businesses. IC shall also abide by the rules of ethical conduct established by the National Association of REALTORS® and property manager’s trade groups. In all dealings with clients, customers, suppliers, public officials, real estate agents and brokers and the general public, IC must adhere to the highest standards of business behavior, honesty, integrity, fair dealing, and ethical conduct. IC agrees to refrain from any business or advertising practice that may expose owner to legal action or liability or adversely affect the reputation or image of owner. IC shall not engage in any acts or activities that disrupt the CP's office or are likely to adversely affect the image of the owner.
[BOSS HAS IP CAMERA WITH AUDIO OVERLOOKING MY SHOULDER SO HE CAN WATCH AND LISTEN TO ME FROM HIS HOME WHEN I'M THE ONLY ONE AT THE OFFICE. FEMALE EMPLOYEE SAID HE DID THIS TO HER FOR YEARS WHEN SHE SAT AT THAT DESK.]
15. Binding Nature. This Agreement shall become binding upon and inure to the benefit of the parties, and their heirs, executors, administrators, successors, and assigns.
16. SIGNATORIES. IC further indicates this Contract has been read in its entirety and clearly understands the expectations and responsibilities of this service contract.
This Agreement shall be signed by BOSSMAN, Owner on behalf of EMPLOYER and by ________________on behalf of _______________. This Agreement is effective as of the date first above written.
By: ____________________________________________________
BOSSMAN, Owner
By: ____________________________________________________
Independent Contractor
