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We are dedicated to guiding individuals from fear to freedom and want the world to know how easy it can be. If you have a fear you want to overcome, contact us now!
INDEPENDENT CONTRACTOR AGREEMENT
This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”), is entered into as of this ____ day of _________, 2022 (the “Effective Date”), by and between THE PHOBIA FILM LLC., with a principal place of business at 45-12 46th Street, #213, Sunnyside, NY 11104 (the “Company”), and SEE SIGNATURE PAGE with an address of SEE SIGNATURE PAGE (the “Independent Contractor”), collectively referred to herein as the “Parties”.
WHEREAS, the Company desires to obtain services of the Independent Contractor, and the Independent Contractor desires to provide the Company with such services pursuant to the terms and subject to the conditions set forth herein;
WHEREAS, in providing services, Independent Contractor may become privy to Company’s highly confidential and/or proprietary information, and Independent Contractor understands that the confidentiality of such information is extremely important to the Company;
NOW, THEREFORE, in consideration of the compensation set forth herein for the services provided by Independent Contractor for the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Independent Contractor, intending to be legally bound, hereby agree as follows:
1. RELATIONSHIP OF THE PARTIES. The Parties herein are and intend to remain independent Parties. Nothing in this Agreement shall be deemed or construed to create the relationship of principal and agent, or of a partnership or joint venture, and neither Party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venture, servant or employee of the other.
(a) Status of Independent Contractor. The Parties agree that Independent Contractor shall be regarded as an Independent Contractor as defined by the Internal Revenue Service and to the extent permissible by federal, state, rule or regulation. It is expressly agreed by the Parties hereto that each is at all times acting and performing hereunder as an independent contractor and not as agent for the other, and that no act of commission or omission of either Party hereto shall be construed to make or render the other Party its principal, agent, partner, joint venturer or associate, except to the extent specified herein. The Company shall not be liable for any obligations incurred by the Independent Contractor unless specifically authorized in writing. Independent Contractor shall neither act as an agent of the Company nor bind the Company in any manner, unless specifically authorized to do so in writing. The Company agrees that the Independent Contractor shall have sole control of the method, hours worked, and time and manner of any performance under this Agreement.
(b) Non-Exclusivity. This Agreement does not create an exclusive relationship between the parties.
2. SERVICES. The Company hereby engages the Independent Contractor to provide certain services (“the Services”) in accordance with the terms and conditions of this Agreement. Independent Contractor agrees to exercise special skill to complete the Services in a manner reasonably satisfactory to the Company, as specified in Exhibit A – Scope of Services, which by this reference is incorporated herein.
(a) Independent Contractor Tools, Equipment, Suggestions. Independent Contractor shall supply all necessary equipment, tools, materials and supplies and will be responsible for obtaining proper licensing necessary to perform and complete the Services. Independent Contractor will not rely solely on the equipment or offices of Company for performance of services. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement and Company needs. Company shall be under no obligation to provide Independent Contractor with tools necessary to provide services. Any request for new tools or equipment that fall outside of the agreement shall be submitted in writing.
3. COMPENSATION. As compensation for the Services provided by the Independent Contractor hereunder, the Company agrees to pay Independent Contractor at the rate specified in Exhibit B – Payment Schedule, which by this reference is incorporated herein.
(a) Independent Contractor understands and agrees that it is the Independent Contractor’s sole responsibility for withholding, accruing and paying all income taxes, withholding taxes, continued service under this Agreement taxes, social security and other taxes and amounts required by law for the Independent Contractor Compensation (as defined in Section 3). Independent Contractor is not an employee or agent of the Company for any purpose whatsoever, and shall not be entitled to paid vacation days, sick days, holidays or any other benefits provided to the Company’s employees. Furthermore, Independent Contractor understands it will receive an IRS 1099 statement and related tax statements, as an independent contractor and it will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law.
4. TERM. This Agreement shall commence upon its signing by both parties and continue until the termination of the Services or otherwise agreed. Independent Contractor may terminate this Agreement in his/ her respective business discretion at any time, provided he/she gives at least thirty (30) days advanced written notice. Company may terminate this Agreement in its respective business discretion at any time upon written notice to the Independent Contractor.
5. CONFIDENTIALITY. The Independent Contractor understands and acknowledges that Independent Contractor will have heightened access to, and will learn about the Company’s confidential, proprietary and/or trade secret information (“Confidential Information”), including, but not limited to, Confidential Information relating to Company’s clients. The Independent Contractor further understands and acknowledges that the Company would suffer irreparable harm if Confidential Information is disclosed to third parties.
Independent Contractor shall not, directly or indirectly, divulge, use, furnish, disclose, exploit or make available to any person or entity, any unauthorized disclosure of Confidential Information. In the event that Independent Contractor is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil demand or similar process) to disclose any Confidential Information, Independent Contractor will give the Company prompt written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy and/or waive compliance with the provisions of this Agreement, and Independent Contractor will cooperate with the Company’s efforts to obtain such protective order. In the event that such protective order or other remedy is not obtained, or the Company waives compliance with the relevant provisions of this Agreement, Independent Contractor is permitted to furnish that Confidential Information which is legally required to be disclosed and will use his reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.
(a) Definition. “Confidential Information” shall mean confidential or proprietary information, trade secrets, and all other information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets (including, but not limited to, trade secrets defined by federal, state and/or local law), work-in-process, databases, manuals, records, systems, material, sources of material, supplier information, vendor information (including, but not limited to, information of any third parties in the possession of the Company which the Company is obligated to maintain in confidence), financial information, results, accounting information, accounting records, legal/regulatory information, marketing information, advertising information, sales and marketing materials, pricing information, product design information, technical matters, developments, reports, internal controls, security procedures, spreadsheets, graphics, market studies, sales information, revenue, costs, discounts, formulae, notes, communications, algorithms, product plans, designs, ideas, audiovisual programs, inventions, original works of authorship, discoveries, specifications, actual and/or prospective client information or lists, actual and/or prospective advisor information or lists, and any other technical, financial, or business information or plans pertaining to the Company’s business and the Company’s clients and Kalliope Barlis. “Confidential Information” includes all notes, analyses or other documents or material, whether prepared by Independent Contractor or otherwise, which contain or otherwise reflect such information.
The Independent Contractor understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
The Independent Contractor further understands and agrees that Confidential Information includes information developed by Independent Contractor as if the Company furnished the same Confidential Information to the Independent Contractor in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Independent Contractor, provided that such disclosure is through no direct or indirect fault of the Independent Contractor or person(s) acting on the Independent Contractor’s behalf.
5.1 Intentionally Deleted Unauthorized Disclosure. The Company and Independent Contractor further agree that any breach of this Agreement by the Independent Contractor is likely to cause the Company substantial and irrevocable damage and therefore, if it appears that Independent Contractor has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, in addition to such other remedies which may be available, the Company shall be entitled to injunctive relief to restrain Independent Contractor from disclosing, in whole or in part, such Confidential Information, or from providing any services to any party to whom such Confidential Information has been disclosed or may be disclosed. The Company shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
5.2 Confidentiality After Termination of Agreement. The Independent Contractor understands and acknowledges that their obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Independent Contractor first having access to such Confidential Information (whether before or after the execution of this Agreement) and shall continue during and after the termination of this Agreement or until such time as such Confidential Information has become public knowledge other than as a result of the Independent Contractor’s breach of this Agreement or breach by those acting in concert with the Independent Contractor or on the Independent Contractor’s behalf.
5.3 Obligation to Return. Independent Contractor acknowledges that all physical manifestations of Confidential Information, including without limitation all originals and copies of disks, code, programs, notes, records, and documents in whatever form (including, without limitation, electronic form) generated by Independent Contractor or coming into Independent Contractor’s possession during the Term are the sole property of the Company. Upon termination of this Agreement, or upon request of the Company at any time, Independent Contractor shall immediately deliver all copies of such materials to the Company and shall not retain any copies of any such materials in any form. Upon request of the Company, Independent Contractor shall certify in writing as to Independent Contractor’s compliance with this paragraph.
6. INTELLECTUAL PROPERTY.
(a) Definitions. “Intellectual Property Rights” shall mean all patents, trademarks, service marks, trade names, copyrights, trade secrets, business processes, rights in software, domain names, secret processes and know-how, writings, Creative Works (as defined below), film, licenses and other intellectual property rights, being used to conduct the business of the Company and its affiliates as now operated or hereafter carried on.
“Creative Works” shall mean all designs, ideas, discoveries, inventions, products, computer programs, source codes, procedures, spreadsheets, systems, improvements, plans, documents, information, materials, drawings, specifications, reports, electronic media or other instruments made, which Independent Contractor may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company. Such Creative Works shall be considered to be Works Made For Hire on behalf of the Company as this term is defined under Copyright laws of the United States and to the extent permissible by federal, state, rule, or regulation. The Company is the sole owner of the Works, and all underlying rights to the Works, worldwide and in perpetuity.
“Moral Rights” shall mean any right to claim of authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.
6.1 Ownership of Intellectual Property Rights and Transfer of Rights. During the term of this Agreement and at the termination thereof, the Independent Contractor shall promptly disclose to the Company, without additional compensation, the following, to the extent that such disclosure could reasonably be expected to be of interest to the Company: (i) any Creative Works related to the Company’s business activities or to the Independent Contractor’s services provided for the Company; (ii) any pricing or marketing strategies; (iii) any products and services; (iv) any client or customer lists; (v) any other ideas or information; and (vi) any Intellectual Property Rights; which are conceived, adapted, discovered, developed or improved by the Independent Contractor while providing services to the Company.
(a) The Independent Contractor undertakes and warrants that he/she will not, during the term of this Agreement or at any time after the termination hereof, infringe, misappropriate, acquire or use any of the Company’s Intellectual Property Rights without the Company’s prior written authorization.
(b) The Independent Contractor further acknowledges and agrees that any Creative Works created by the Independent Contractor for the purpose of providing services for the Company and/or primarily using the Company’s resources during the term of this Agreement are Works Made For Hire. The right to apply for patents, copyrights, trademarks or other protection shall be vested in the Company, and the Company shall be the patentee or holder of the copyright, trademark or other protection after any such protections granted. The Independent Contractor agrees to assist the Company in executing and providing any and all documents and rendering any assistance that is reasonably necessary to obtain any patent, copyright, trademark or other protection for the Creative Works by the Company. Subject to applicable laws and treaties, the Independent Contractor agrees to irrevocably transfer and assign to the Company any and all Moral Rights that the Independent Contractor may have in such Creative Works.
(c) The Independent Contractor agrees that any other Intellectual Property Rights developed by the Independent Contractor in providing services for the Company or primarily by using the Company’s material and technical resources during the term of this Agreement shall vest in the Company.
(d) The Independent Contractor agrees that if the Intellectual Property Rights generated during the term of this Agreement and reduced into written records, including words, drafts, notes, notebooks, drawings, designs, schematics, prototypes, electronic media, or any related materials, such written records, shall be deemed to be the Company’s property. The Independent Contractor undertakes that during the term of this Agreement and at any time thereafter, Independent Contractor will not disclose the contents of any of such written records to any persons unless authorized by the Company in writing.
6.2 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 the Company are the property of the Company.
7. NON-SOLICITATION. The Independent Contractor understands and acknowledges that the restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential Information and goodwill. The Independent Contractor further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if the Independent Contractor violates the restrictive covenants below. Independent Contractor acknowledges that the restrictive covenants below are independent from any and all claims, defenses, counterclaims, actions, suits, rights, causes of action, lawsuits, set-offs, costs, losses, controversies, agreements (including this Agreement), promises and demands, or liabilities, of whatever kind or character, direct or indirect, whether known or unknown or capable of being known, arising at law or in equity, by right of action or otherwise that Independent Contractor has or may have against the Company, for, upon, or by reason of any matter, cause, or thing, whatsoever, in law or equity, including, without limitation, any claims or defenses arising from Independent Contractor’s relationship with the Company. For the avoidance of doubt, Independent Contractor acknowledges that no action or inaction of the Company shall excuse Independent Contractor’s obligation to honor the restrictive covenants below.
7.1 Non-solicitation of Employees, Independent Contractors, and Clients. Independent Contractor agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of any employee or independent contractor of the Company during the one (1) year period, to run consecutively, beginning on the date of termination of this Agreement with the Company. The Independent Contractor further understands and acknowledges that the Company has expended and continues to expend significant time and expense in developing client relationships, client information and goodwill, and that because of the Independent Contractor’s experience with the Company, Independent Contractor will have access to and learn about much or all of the Company’s client information. The Independent Contractor agrees and covenants, during a term of one (1) year, to run consecutively, beginning on the date of termination of this Agreement with the Company, not to directly or indirectly solicit, contact (including but not limited to e-mail, regular mail, express mail, telephone, fax and instant message), attempt to contact or meet with the Company’s current, former or prospective clients for purposes of offering related services to such clients.
(a) Definition. “Client Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, chain of command, strategies, financial information, personal information, and any other information identifying facts and circumstances specific to the client and relevant to the services provided by the Company to such client. The Independent Contractor understands and acknowledges that loss of this client relationship and/or goodwill will cause significant and irreparable harm to the Company.
8. NON-DISPARAGEMENT. Both before and after the termination of this Agreement, the Independent Contractor agrees and covenants that Independent Contractor will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its respective employees, officers, directors, partners, managers, representatives, agents, and existing and prospective customers, and other associated third parties.
This Section does not, in any way, restrict or impede the Independent Contractor from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Unless prohibited by law, the Independent Contractor shall promptly provide written notice of any such order to the Company.
9. INDEMNIFICATION. Independent Contractor represents and warrants to Company that the Services performed by Independent Contractor will adhere to Company standards and Independent Contractor shall indemnify and hold harmless Company and its officers, directors, employees, partners, managers, representatives, agents, affiliates, and successors (collectively, “Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, suffered or incurred by Indemnified Party, relating to and/or arising from any claim of Company or a third party arising out of or occurring in connection with Independent Contractor’s failure to provide acceptable services and to comply with the representations and warranties of this agreement.
10. REMEDIES. In the event of a breach or threatened breach by the Independent Contractor of any of the provisions of this Agreement, the Independent Contractor hereby agrees and acknowledges that the Company will suffer immediate and irreparable injury, for which monetary damages will not be an adequate remedy. The Independent Contractor further acknowledges and agrees that the Company shall be entitled to immediate injunctive relief, including, but not limited, a temporary restraining order, a temporary injunction and a permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages.
11. WAIVER. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the party or by its representative, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
12. NOTICES. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively, a “notice”) required or permitted under this Agreement must be in writing and delivered by (i) personal delivery, (ii) certified or registered mail, postage prepaid, or (iii) electronic mail, to the respective parties, at the addresses set forth below:
See Signature Page for both The Company and The Independent Contractor:
A notice delivered personally will be deemed given upon delivery. A notice that is sent by certified or registered mail will be deemed given three (3) business days after it has been mailed. A notice that is sent by electronic will be deemed given on the day that such transmission is completed. Any party may designate, by proper written notice to the other party, a substitute address or addresses for notice; thereafter, notices are to be directed to those substitute address or addresses.
13. ASSIGNMENT. This Agreement shall bind the parties, and their respective heirs, successors and assigns. Independent Contractor may not assign or transfer his obligations under this Agreement to any other person, firm, or corporation without the prior written consent of the Company.
14. SEVERABILITY. If any provision of this Agreement is deemed illegal or unenforceable, that provision shall be limited to the extent required to be enforceable, and, if necessary, severed, and all other provisions shall remain effective and enforceable.
15. INTERPRETATION. The parties waive any rule of construction that would require an interpretation against the drafter. Headings are for reference purposes only.
16. UNDERSTANDING. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and has read and understood all of the terms and provisions of this Agreement.
17. AMENDMENTS. This Agreement may be amended or modified only by a written instrument signed and fully executed by the Company and the Independent Contractor.
18. GOVERNING LAW. This Agreement shall be governed by New York law without regard to choice of law principles. Independent Contractor hereby consents to the exclusive jurisdiction of the state or federal courts located in New York State, specifically Queens County, with respect to any dispute arising hereunder.
19. COUNTERPARTS. This Agreement may be executed in counterpart by each Party and each executed Agreement, when taken together, shall constitute a complete Agreement. Any signature made and transmitted by facsimile or email for the purpose of executing this Agreement shall be deemed an original signature for purposes of this Agreement and shall be binding upon the Party who transmits the signature page by facsimile or email.
20. ENTIRE AGREEMENT. This Agreement contains the entire agreement amongst the parties and supersedes all prior agreements, statements, and negotiations whether oral or written, with respect to the subject matter hereof.
21. AMENDMENTS. This Agreement may only be modified in a writing signed by both parties.
22. ACKNOWLEDGMENTS. Each party expressly acknowledges, represents and warrants that it has read this Agreement carefully; that it fully understands the terms, conditions and significance of this Agreement; that it has been advised to consult with an attorney concerning this agreement; that it has had full opportunity to review this Agreement with an attorney; that it understands that this Agreement has binding legal effect; and that it has executed this Agreement freely, knowingly and voluntarily.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the Effective Date.
COMPANY:
THE PHOBIA FILM LLC
By: _________________________ Dated: ________________
Name: Kalliope Barlis as Agent for The Phobia Film LLC
45-12 46th Street, #213, Sunnyside, N.Y. 11104
Phone: +1 (800) 311-5613 Email: Ask@FromFeartoFreedomTV.com
INDEPENDENT CONTRACTOR: