Master Contractor Service Agreement
Parties. This Independent Contractor Services Agreement (“Agreement”) is between Clicksuasion Labs, a North Carolina limited liability company with offices at 285 Olmsted Blvd. Ste. 11, Pinehurst, NC 28374 (“Company”) and the undersigned individual or entity (“Contractor”). This Agreement is effective on the date this application was submitted by the Contractor (the “Effective Date”).
Nature of Agreement. COMPANY desires to retain Contractor as an independent contractor to provide certain services and/or to develop products under the conditions set forth in this Agreement, and Contractor desires to provide those services and/or products. Contractor is free to provide professional services and products to other entities so long as those activities do not violate a term of this Agreement, or impair Contractor’s ability to perform its obligations under this Agreement.
Services. Contractor shall provide the services to COMPANY as agreed from time to time between COMPANY and Contractor relating to: Consulting (the “Services”), per the Statement of Work, which will be provided at the commence of each project. All work products and other deliverables provided by Contractor to COMPANY are referred to as the “Deliverables.”
Fees. COMPANY shall pay Contractor for Services provided by Contractor to COMPANY under this Agreement as the rate of (a) $50.00 per hour for scopes of work derived and completed by Contractor, and (b) $23.00 per hour for scopes of work derived, yet not completed by Contractor. COMPANY will then pay Contractor on the 1st and 15th of each month.
Ownership. COMPANY shall have and retain all rights, title and interests, including all intellectual property rights, in and to all Deliverables, software, documents, and other materials created by Contractor in connection with, or pursuant to, this Agreement, including, without limitation, all copyrightable works of original authorship (including but not limited to computer programs, technical specifications, manuals, and business plans), ideas, inventions (whether patentable or not), knowhow, processes, compilations of information, trademarks and other intellectual property (“Proprietary Materials”). All Proprietary Materials created by Contractor in connection with, or pursuant to, this Agreement are “works made for hire” as that term is used in connection with the U.S. Copyright Act. To the extent that Contractor owns any rights in such Proprietary Materials, Contractor hereby irrevocably assigns to COMPANY all rights, title and interest, including all intellectual property rights, in such Proprietary Materials.
Contractor’s Warranties. Contractor warrants that it shall comply with all federal, state and local laws, statutes, regulations and ordinances applicable to the performance of its obligations and the exercise of its rights under this Agreement. Contractor warrants that: (a) all Deliverables provided to COMPANY shall be Contractor’s original work and/or that Contractor has or will have acquired all rights necessary to fulfill its obligations, and to transfer or grant COMPANY the rights, set forth in this Agreement; and (b) COMPANY’s authorized use of all Deliverables will not infringe or violate any third party’s intellectual property or other rights. Contractor warrants that all Services shall be carried out in a diligent, prompt, and professional manner by individuals with the necessary knowledge, skill and training to provide such Services. Contractor shall, at no additional charge to COMPANY, re- perform all Services that are not provided in accordance with this warranty.
Nonsolicitation of COMPANY Employees/Contractors. Contractor acknowledges that the relationships between COMPANY and its employees and contractors are valuable as
