INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT IS ONLY VALID FOR APPLICANTS WHO WERE ACCEPTED FOR THIS POSITION
This Independent Contractor Agreement (the "Agreement") is made as of the date the corresponding Google Form Application is submitted (the "Effective Date") by and between the person whose name is listed under “Full Name” at the top of the corresponding Google Form Application ("Contractor"), an individual located at the address listed under “Address” on the corresponding Google Form and ("Company"), Turnout Activism Inc., a non-profit recognized 501(c)(3) corporation with principal offices located at 35 Walden St #3g Cambridge, MA, 02140 (each, a "Party" and collectively, the “Parties").
WHEREAS, the Company is a recognized under section 501(c)(3) of the Internal Revenue Code of 1986 and is in the business of raising funds and making grants for various charitable causes and educating the general public about issues of concern; and
WHEREAS, Company desires to engage the services of Contractor to assist it in advancing Company’s charitable mission.
WHEREAS, Contractor has the relevant expertise and desires to perform duties for Company as set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Duties. Contractor is retained to provide the following services to Company. Zev Shapiro will be Contractor’s direct supervisor. Contractor shall perform such duties described below as well as other duties as they may arise from time to time and as they may be assigned.
As a Community Mobilizer, Contractor will be asked to text at least 30 people they know reminding those people to vote in the approaching Ohio August 8, 2023 Special Election election. The role will conclude on August 8, 2023 and the role requires contractor to submit evidence of their results.
This work is flexible: Contractor are free to perform this activity even if you already have a job, since this role does not require any 9 to 5 labor.
2. Relationship of Parties.
2.1 Independent Contractor. Contractor acknowledges that Contractor’s services are being provided as an independent contractor, and that nothing in this Agreement shall create an employer-employee, partnership or joint venture relationship between Contractor and Company. Contractor further acknowledges that Contractor will be under the control of Company only as to the results of the work Contractor performs under this Agreement, and not as to the means by which such results are accomplished. Contractor shall be solely responsible for maintaining her and/or its tools, instruments, systems, licenses, permits and certificates and, with respect to licenses, permits and certificates, for keeping current on all fees and prerequisites for maintaining same. Contractor shall have no claim against Company under this Agreement or otherwise for worker’s compensation insurance, unemployment insurance or compensation, vacation time, vacation pay, sick leave, expense reimbursement, retirement benefits, health or life insurance, social security benefits, disability insurance benefits or any other employee benefit. Contractor and Company understand that the Services are not the exclusive activity of Contractor, and that Contractor may undertake other business activities during the term of this Agreement. Unless otherwise agreed in writing by the Company, Contractor shall have no authority to bind Company whether orally or in writing to any obligation with any third party; in the event Contractor purports to bind Company to an obligation in contravention of this Agreement, such as, by promising Company will make a grant payment to a third party, Contractor shall be liable to the Company for the full amount so promised and, further, without limitation as to other remedies, Company may set off such amount from any fees it otherwise would have been obligated to pay to Contractor under this Agreement.
2.2 Employees and Subcontractors of Contractor. If Contractor, in Contractor’s sole discretion, engages, employs or hires any other person to assist Contractor in connection with the Services to be provided by Contractor hereunder, Contractor acknowledges and agrees that Company shall have no obligation for or liability with respect to such persons, and such persons shall not be deemed to be employees, agents or representatives of, or in any contractual relationship with, Company. Contractor shall be solely responsible for, and comply with all requirements and obligations relating to, the employment of such personnel under applicable laws, including, without limitation, payment of wages, fringe benefits and other forms of compensation. Contractor shall be solely liable for procuring, maintaining and/or paying all applicable employment taxes, worker’s compensation insurance premiums, and any other taxes or insurance required under applicable laws with respect to such persons, and Company shall have no liability or responsibility with respect thereto. Upon request, Contractor agrees to furnish Company with a copy of its certificate of worker’s compensation coverage within five (5) business days after engaging any such employee.
3. Performance of Duties. Contractor shall perform assigned duties and responsibilities in a professional manner, in good faith, and to the best of Contractor's skills, abilities, talents and experience.
4. Permissible Activities. As a representative of Company, Contractor shall only engage in permissible activities consistent with IRS Section 501(c)(3).
4.1 Contractor will perform duties with the understanding and intent that All work MUST be conducted in a nonpartisan manner. Partisan materials or express or implied endorsement of any candidate or political party shall not be permitted in any case.
5. Term. Contractor's employment under this Agreement shall commence on the date emailed to the contractor after they are accepted and shall continue until August 8, 2023 or earlier termination. If at any point, Company discovers that Contractor has lied on their application, the contract will be void.
6. Termination. Either Contractor or Company may terminate this Agreement upon one (1) days’ written notice to the other party with or without cause, and for any reason or for no reason. Contractor understands and agrees that if either party terminates this Agreement pursuant to this Section 5, Contractor will have no right to any compensation other than compensation for Services that Contractor has already performed, and for which Contractor has not been paid, at the time the termination takes effect. Company shall have no further obligations to Contractor under this Agreement or at all.
7. Payments Payment for Services will be made on the following basis:
7.1 Flat Fee of $75. After completion of the work, Company will initiate deposit of $75 to the Contractor’s Venmo, CashApp, Paypal account or via check.
7.2 No Withholding. All compensation paid under this Agreement shall constitute revenues to Contractor. Contractor acknowledges and agrees that Contractor is solely responsible for payment of Contractor’s income taxes and other taxes. Contractor acknowledges that Company shall not withhold on Contractor’s behalf any sums for any state or federal income tax, unemployment insurance tax, disability insurance tax, FICA (social security) or any state or federal welfare or health insurance program, nor will Company make any contributions to any of the foregoing with respect to Contractor’s payments under the Agreement. Contractor understands and agrees that Company will report payments made to Contractor pursuant to this Agreement on a Form 1099 at the end of each calendar year in which Contractor provides Services.
8. Expenses. Company will not reimburse contractor for any expenses.
9. Work Location. Contractor will primarily perform their employment duties virtually but my also speak to contacts in person.
10. Ownership of Work Product. Contractor agrees that Company shall be the sole and exclusive owner in all territories and for all purposes of all work product, tangible or intangible, that results from Contractor’s work hereunder or the work of any person or business engaged or employed by Contractor in connection therewith (“Work Product”)—including, without limitation, all programs, source code, patents, licenses, copyrights, tradenames, trademarks, service marks, formulas, concepts, strategies, methods of operation, and business plans developed or created by Contractor in the course of providing Services to the Company, either individually or in collaboration with others—and all proceeds thereof. To the extent any ownership rights in such Work Product might be deemed to reside in Contractor, Contractor hereby assigns all such rights of every kind and character, whether now existing or hereafter existing, whether or not such rights are now known, recognized or contemplated, and hereby assigns the complete, unconditional, and unencumbered title in and to each and every element of the Work Product to the Company exclusively, for all purposes, without conditions or limitations, to the full extent permitted under applicable law, and without the reservation of any rights by Contractor, throughout the universe, in any form or media, whether now known or hereafter discovered or invented, for the purpose of vesting in Company the sole and exclusive ownership and right to control and exploit the Work Product and the proceeds thereof.
Confidentiality. In the course of providing Services to Company, Contractor may have acquired, or may acquire in the future, access to confidential information that derives actual or potential economic value from not being known to Company’s competitors, the public or other persons who could obtain economic value from its disclosure or use (“Confidential Information”). Such information includes, by way of example and not limitation, all of the following: email addresses and phone numbers of current and prospective donors, trade secrets (as defined in every applicable jurisdiction); the identities, goals, needs, tastes, preferences and strategic plans of supporters, users, donors and/or sponsors currently or prospectively served by Company (“Clients”), and the terms on which such Clients do business or seek to do business with Company; and information concerning the designs, inventions, programs, processes, research, technical data, personnel, business methods and strategies, finances, marketing plans, sales, Client base, sources of supply, pricing data and legal affairs of Company and its affiliates, Clients and vendors. Contractor and all persons and businesses engaged or employed by Contractor are prohibited from: (a) using, disclosing or revealing any Confidential Information to any person except as required to perform Services for Company, and even then only after obtaining the express written consent of Company in each instance; and (b) removing, reproducing, summarizing or copying any Confidential Information except as expressly required by Company. In addition, Contractor agrees that any time it becomes aware of any unauthorized use, disclosure or communication of Confidential Information by anyone, Contractor will immediately inform the Company’s Chief Executive Officer. CONTRACTOR’S OBLIGATION TO MAINTAIN THE CONFIDENTIALITY OF ALL CONFIDENTIAL INFORMATION SHALL SURVIVE THE ENDING OF THIS AGREEMENT, AND SUCH OBLIGATION SHALL CONTINUE FOR ALL TIME. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 USC Section 1833(b), Contractor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
12. Insurance Obligations. Contractor acknowledges and agrees that Company shall not be liable to Contractor or any third party for any accidents or injuries sustained by Contractor or any third party, or for any negligent acts committed by Contractor during the performance of any Services under this Agreement. Contractor hereby expressly indemnifies and holds harmless Company from any losses Company may incur as a result of any act or omission of Contractor, or of any person or entity engaged or employed by Contractor, in performing any Services hereunder. This indemnification includes, without limitation, any loss incurred by Company as a result of Contractor, or any person or entity engaged or employed by Contractor, breaching any obligation of confidentiality or claiming ownership of Work Product in violation of this Agreement.
13. Arbitration. Any and all existing or future disputes, claims or controversies arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall, in lieu of a jury or other civil trial, be settled by final and binding arbitration in accordance with the Federal Arbitration Act. Arbitration shall be conducted in the County of Middlesex, Commonwealth of Massachusetts, pursuant to the then-existing JAMS Comprehensive Arbitration Rules and Procedures. The Arbitrator shall apply the law of the Commonwealth of Massachusetts, without regard to principles of conflict of law. Judgment on any award rendered by the arbitrator may be entered and enforced by any court having jurisdiction thereof. CONTRACTOR AND COMPANY UNDERSTAND AND ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT, CONTRACTOR AND THE COMPANY ARE GIVING UP THE RIGHT TO A JURY TRIAL AND TO A TRIAL IN A COURT OF LAW.
14. Conflict of Interest. Contractor agrees that it will not, during the term of this Agreement, become involved in any project or conduct any activity which may reasonably be considered to be in conflict with the established initiatives of the Company or any of the terms of this Agreement. Contractor may at its option request the Company Treasurer or her or his designee to review in advance any potential relationship; in such event, the Company Treasurer or her or his designee shall review the potential relationship and inform Contractor promptly whether she or he approves Contractor’s entering into such relationship, with such approval not withheld unreasonably. The compensation payable under this Agreement is owed to Contractor solely in return for the Services described in this Agreement.
15. Entire Agreement. This Agreement constitutes the entire and complete understanding between Contractor and Company concerning the subject matter contained herein. All prior and contemporaneous representations, agreements, arrangements and understandings between or among Contractor and representatives of Company, whether oral or written, have been fully and completely merged herein and are fully superseded by this Agreement.
16. Amendment/Waiver. This Agreement may be amended, supplemented, modified, or rescinded only through an express written instrument signed by both Contractor and Company. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder.
17. Headings. The headings used herein are for convenience only and are not a part of this Agreement.
18. Severability. Should any provision(s) of this Agreement for any reason be declared invalid, void or unenforceable by a court of competent jurisdiction, such adjudication shall in no way affect any other provision(s) of this Agreement or the validity or enforcement of the remainder of this Agreement, and the provision(s) affected shall be curtailed only to the extent necessary to bring the Agreement within the applicable requirements of the law.
19. Compliance with Law. Contractor and Company agree to comply with all requirements of state and federal law relating to the activities to be conducted hereunder, including all applicable statutes, rules and regulations. Each party represents and warrants that it will severally and not jointly maintain, at its own expense, all federal or state licenses, certificates, authorizations, bonds and permits necessary to carry out its obligations under this Agreement. The parties agree to sign contract addenda and various state forms from time to time as is reasonably necessary to comply with changing state fundraising regulations and/or annual reporting requirements.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) set forth below.
“CONTRACTOR,” Signature: CONTRACTOR’S ACCEPTANCE ON GOOGLE FORM SUBMISSION IS SIGNATURE AND CONTRACT INITIATION
Nancy Shapiro, Psy.D. Title: COO Turnout Activism Inc.