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Agreement

Softletter

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT
This Agreement is entered into as of the ________ day of ________________, ______, between _______________ (“the Company”) located at ____________________________________________ and Softletter, Inc. (“the Consultant”), located at 34 Sugar Hill Road, Killingworth, Connecticut, 06419.

1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Consultant as an independent contractor to perform the services set forth herein, and the Consultant hereby accepts such engagement.

2. Duties, Term, and Compensation. The Consultant’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the Consultant and which is attached as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Consultant and agreed to by the Company, and which collectively are hereby incorporated by reference.

3. Expenses. During the term of this Agreement, the Consultant shall bill and the Company shall reimburse him for all reasonable and pre-approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder.

4. Written Reports. The Company may request that project plans, general progress reports and a detail of work performed within the retainer period by Contractor be supplied on a monthly basis.

5. Confidentiality. The Consultant acknowledges that during the engagement, he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Consultant agrees that he will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Consultant or otherwise coming into his possession that is marked “confidential,” shall remain the exclusive property of the Company. Consultant may request that some items created as part of work projects be shared with other clients that are non-competitors (as examples). Company understands it also benefits from similar examples it may receive and agrees to hold such information confidential.

6. Conflicts of Interest. The Consultant represents that he is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Consultant and any third party. The Consultant is expressly free to perform services for other parties while performing services for the Company. The Company is also free to engage additional consultants during the term of this agreement.

7. Termination. The Company may terminate this Agreement according to terms within the appendix upon notice to the Consultant (written or confirmed e-mail) or vice-versa.

8. Independent Contractor. This Agreement shall not render the Consultant an employee, partner, agent of, or joint venture with the Company for any purpose. The Consultant is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Consultant’s compensation hereunder. The Consultant shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

9. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

10. Choice of Law. The laws of the state of Connecticut shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

11. Small Claims Court or Arbitration. Any outstanding amounts that are 60 days or more past due, or any controversies arising out of the terms of this Agreement or its interpretation shall be settled in court, and/or in accordance with the rules of the American Arbitration Association (at the Consultants discretion), within the state of Connecticut and the judgment upon award may be entered in any court having jurisdiction thereof.

12. Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

13. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

14. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing, fax or e-mail acknowledged by the parties hereto. Any party hereto may change its address for purposes of this paragraph by written or e-mail notice given in the manner provided above.

15. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

16. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.
Company

Name:_____________________________________ Signature: ______________________________
Title: ______________________________________ Date: _________________________________
Consultant
Name: Merrill R. Chapman Signature:
Title: President
Date:

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