Independent Contractor Agreement
| Independent Contractor Agreement |
03/19/02
|
Agreement
made this 21 day of February, 2002 by and between California NewsTech
Corporation (hereinafter referred to as "Company") and Xxxxxx Xxxxxx
(hereinafter referred to as "Contractor") with its principal place of business
at
______________________________________________________________________________.
WEHREAS,
the Contractor provides services to the general public in an independent
capacity;
WEHREAS,
the Company is in the business of Internet advertising and
WEHREAS,
the Contractor desires to utilize Contractor services at its own offices and
as
required, the Company's location, it is therefore
AGREED
AS
FOLLOWS:
| 1. |
Scope
of Services:
|
Contractor
agrees, pursuant to the terms herein, to provide specialized services as an
independent contractor to the Company. The Scope of Services and the Recipient
are further defined on the attached Purchase Order which is made a part
hereof.
| 2. |
Termination:
|
Contractor
services under this Agreement will begin and terminate pursuant to the period
covered by the Purchase Order and any renewals or extensions thereof. This
Agreement shall be for a period of 6 months months, commencing on February
21,
2002 and terminating August 21, 2002 however, this Agreement may be terminated
by either party on 10 days written notice, unless Contractor commits a breach
of
this Agreement, at which time this Agreement may be immediately terminated
by
the Company.
| 3. |
Restrictions:
|
During
the term of this Agreement and any renewals thereof, and for twelve (12) months
after the expiration of the initial and renewal periods, Contractor agrees
that
neither it nor any of its personnel will provide or attempt to provide, directly
or indirectly, any services to any competitor of the Company.
| 4. |
Contractor
Representations:
|
Contractor
represents that all information provided by it including, but not limited to,
the resume, interview and references are true, accurate and complete; the
Contractor is not restricted by any employment or other contractor agreement;
it
has all the skills and training necessary to perform the services required
by
this Agreement; and Contractor has and maintains books and records which reflect
items of income and expenses of its trade or business and offers its services
to
third parties.
Contractor
makes these representations with the knowledge that the Company will rely on
the
representations. In addition to any other remedies the Company may have, it
may
terminate this Agreement in the event of any misstatement or
misrepresentation.
| 5. |
Payment
Terms:
|
Payment
will be at $200 per month.
| 6. |
Expenses:
|
No
travel, living, training, entertainment or other costs than Internet connection
will be billed by or paid to Contractor unless otherwise agreed. Contractor
shall provide its own tools, equipment or other materials to Contractor.
Contractor
will receive 1 personal computer which Contractor will return to the Company
upon the termination of this agreement. The individual components of the
personal computer are listed in the Appendix A to this Agreement. Any necessary
upgrades of the personal computer will be the responsibility of the
CNT.
Contractor
will return the personal computer within ten days of the CNT request to do
so.
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| Independent Contractor Agreement |
03/19/02
|
The
Internet connection cost has to be pre-approved by the Company.
| 7. |
Confidential
Information:
|
All
information (pertaining to any of Company's inventions, designs, tools,
equipment, unpublished written materials, plans, processes, costs, methods,
systems, improvements, or other private or confidential materials) which is
obtained by Contractor in the performance of Contractor's work and which is
not
publicly disclosed by Company shall be considered as confidential and
proprietary to Company.
The
terms
of Contractor's assignment including the Contractor's compensation and the
assignment terms of other Company's employees and the scope of Contractor's
work
shall be considered confidential.
Contractor
shall not at any time during or after such employment, disclose such information
nor the nature of the service which Contractor renders to Company, except to
authorized representative of Company.
| 8. |
Relationship
of the Parties:
|
The
parties to this Agreement agree that the relationship created by this Agreement
is that of Company-Independent Contractor and that no employer/empoyee
relationship by or between the Contractor and the Company is intended by any
party.
| 9. |
Contractor
Employees:
|
It
shall
be the Contractor's responsibility to provide Worker's Compensation insurance
and, if applicable, pay any premium "overtime" rate, for its employees who
work
on the project covered by this Agreement and to make required FICA, FUTA, income
tax withholding or other payments related to such employees, and to provide
Company with suitable evidence of the same whenever requested. In the event
of
any claims brought or threatened by any party against the Company related to
the
status, acts or omissions of Contractor or its personnel, Contractor agrees
to
cooperate in all reasonable respects , including to support the assertions
of
Contractor status made in this Agreement. Contractor further agrees to file
all
necessary income tax reports and forms on a timely basis and make all payments
due to the appropriate taxing authority.
| 10. |
Right
to Supervise:
|
Contractor
shall utilize his own independent judgment and discretion in the performance
of
the work without supervision or right to supervise or control as to the means
and manner including time, location and sequencing of performance by the
Company.
| 11. |
Service
to Others
|
Contractor
may provide services to others during the term of this Agreement provided that
it does not interfere with his obligations and performance
hereunder.
| 12. |
Risk
of Loss:
|
Contractor
hereby releases Company from any liability relating to representations about
the
task requirements or to the conditions under which the Contractor will be
working. Contractor shall be solely responsible and liable for the services
it
provides hereunder and will not look to Company for any indemnification or
sharing of risk in the performance of its duties or the resulting work
product.
| 13. |
Insurance:
|
Contractor
agrees to indemnify and hold Company harmless from any and all liability or
expense that Company may incur by reason of bodily injury to any person, or
property damage, or both, caused in whole or in part by the acts of the
Contractor, its agents, servants and employees while performing work or services
pursuant to this Agreement, including reasonable attorney's fees.
| 14. |
Cost
of Suits:
|
If
Company is successful in recovering damages or obtaining injunctive relief,
Contractor agrees to be responsible for paying all of Company's expenses in
seeking such relief, including all costs of bringing suit and all reasonable
attorneys' fees.
| 15. |
Entire
Agreement:
|
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| Independent Contractor Agreement |
03/19/02
|
This
Agreement and any attachments or exhibits hereto represent the entire agreement
and understanding of the parties and any modification thereof shall not be
effective unless contained in writing signed by both parties. Any prior
agreements have been merged into this Agreement.
| 16. |
Severability:
|
Each
provision of the Agreement shall be considered severable such that if any one
provision of clause conflicts with existing or future applicable law, or may
not
be given full effect because such law, this shall not affect any other provision
of the Agreement which can be given effect without the conflicting provision
of
clause.
| 17. |
Right
to Assign:
|
Contractor
is to provide services through it personnel named in the Purchase Order, for
whom it is responsible, and may not assign its rights under this Agreement
or
any Purchase Order and may not subcontract its obligations hereunder to
others.
| 18. |
Conflicts
|
To
the
extent that there may be any conflict between the terms of this agreement and
any Purchase Order which may be given hereto, this Agreement shall take
precedence.
IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals on the
date
first above written.
Approval:
| California NewsTech Corporation | Attn: |
| Xxxxxx Xxxx | |
| By:________________________ | By:________________________ |
| Title: President | Title: |
