Team Member Independent Contractor Agreement

Team Member Independent Contractor Agreement

This Agreement is between Small Biz School of Design Career Training Center "CTC" Hereinafter referred to as (School and/or CTC), and , hereinafter referred to as (Team Member). CTC owns several proprietary websites and social media sites for advertising and marketing purposes and requires a written agreement with the Team Member. All transactions must be under the CTC in order to protect the CTC's interests as well as the Customers (Company Clients) who contract services with the CTC, which are only allowed by formal written contract or on-line electronic contract. This agreement is bound by, and uses the operational definitions as attached. If you have full read and understand this agreement and also agree with the following terms and conditions, then fill in all of the blanks and you may execute this agreement by clicking SUBMIT at the bottom of this agreement. However, if you want to print out 2 copies and mail them in and are filling it out in a hard paper form and NOT on-line electronically then please execute this document before a Notary Public and return both copies for acceptance by School/Company Director of Admissions: Sara Daugherty C/O Small Biz Dezines & Total Custom Solutions 4100 Evans Ave Suite #24 Fort Myers, Florida 33901 (OR EMAIL TO sara@smallbizdezines.com). We will email you back a signed copy.

Ability to Perform / Contract.

1.The Team Member is of lawful age and of sound mind, in the below named state/country/territory in which the Team Member is domiciled in, and can otherwise enter into this Agreement which becomes effective upon acceptance by CTC. Upon acceptance of this Agreement, you will be a Team Member for Company and will be eligible to participate in any one of the CTC training programs as offered at the time.

2. Taxes. The Team Member understands that they are an Independent Contractor, not an agent, employee or franchisee of the CTC and will not be treated as an employee for any purposes including that of the Federal Unemployment Tax Act, the Federal Insurance Contribution Act, the Social Security Act and/or any State Unemployment Act(s). The CTC shall not maintain workers compensation or disability coverage. If a US citizen, the Team Member understands and agrees that the Team Member will pay independently any and all applicable Federal and State income taxes, self-employment taxes, local taxes and/or license fees which may be due because of the Team Member's activities under this Agreement.

3. The Team Member understands that this Agreement supersedes any and all other agreements between the parties and is the entire Agreement between the CTC and the Team Member. The Team Members has read, understands and agrees to the Operational Definitions as provided by the CTC. No other additional promises, representations, guarantees or agreements of any kind shall be valid unless in writing and signed by the CTC and the Team Member.

4. The place of origin of this Agreement is the state of Florida, and it shall be governed in accordance with its laws. The lawful courts in Lee County of the state of Florida shall be the forums for the resolution of any disputes arising hereunder.

5. The Team Member agrees not to use, distribute or modify the CTC's logos, trademarks, trade names, literature or any other materials in any type of advertising without the prior written approval of the CTC.

6. The Team Member understands that the unpaid intern program is part of the educational requirement to graduate with a certificate and the Team Member will be creating Graphic Art Works or will design and build websites, social media sites and/or pages.

7. Compensation is first based on Designer “Pay Grade”. This ranges from unpaid for Students to a per job “book rate” similar to the automotive industry “book rate” for automotive repairs. We base all jobs on the average time it takes our lead designers to perform the work, thus determining Company’s “book rate”. Compensation for Paid Interns is paid based on this “book rate” times the Paid Interns “pay grade”, which ranges from $10-$30 per hour (as per book rate). A designer’s actual hours to perform work may vary depending on skill level, experience, software and internet speed. These calculations, amounts and pay grades may be modified from time to time by the CTC. Compensation in monetary form will be paid via PayPal within thirty (30) days after payment on invoice is received and shall be accompanied by a Statement of Earnings, attached, and as modified from time to time by Company.

8. The Team Member indemnifies and holds harmless the CTC from any claims, damages, and expenses including attorney’s fees arising out of the Team Member's actions or conduct in violation of this Agreement.

9. The Team Member is not guaranteed any income, profit or success. The Team Member will receive Compensation only on products, goods and services personally worked on by the Team Member if they are a Paid Intern or Designer and approved by the Company’s client. The Team Member is free to set Team Member’s own hours and determine the Team Member's own location and the methods of fulfilling the guidelines of this agreement.

10. Team Member contact with the Company Clients or performing Work for hire that is NOT produced for/by/under the direction of the CTC or its suppliers is a breach of contract and may result in litigation, termination and participation in any future earnings or other remedies as the laws in the State of Florida permit.

11. Inaccurate information supplied, Failure to maintain service and contact exclusively through company established e-mail and systems as per the CTC policies and procedures with Company Client base and/or failure to keep contact/workload information current by the Team Member is grounds for termination of this Agreement at the option of the Company.

12. No regulatory agency ever endorses or approves any company or compensation plan and the CTC makes neither claim, nor promise to anyone. This Compensation plan is not a network marketing plan and is a traditional direct Web Compensation plan and is governed that way by the State of Florida.

13. The Team Member will make no statements, claims, representations or warranties respecting the CTC’s products, which are or are not contained in official CTC promotional materials produced and distributed by the CTC.

14. The Team Member shall make no false or misleading statements concerning the Company, the Company’s products or services, affiliates or suppliers.

15. This Agreement may be modified from time to time to meet legal requirements and changes in economic, CTC Needs and/or political conditions. The CTC agrees to give thirty (30) days notice of such modification by any or all of the following: its inclusion into the Employee Handbook, Policies and Procedures Manual or posted addendum’s as provided in the CTC website or delivered to the Team Member via e-mail notification.

16. The Team Member has been informed of and understands the CTC Policies & Procedures as well as the terms and conditions of this Agreement and will adhere to them. Any violation of this Agreement, the CTC policies and procedures may result in termination of this Agreement at Company’s discretion.

17. In order to protect against unauthorized promises, which cannot be fulfilled, the Company shall have the absolute right, at Company’s discretion:

(A) To monitor any and all communications by the Team Member with any and all Company Clients, Affiliates and/or Team Members of the CTC.

(B) To make any allowances or adjustments to orders.

(C) The CTC shall notify the Team Member in writing of such refusals, allowances or adjustments as is required by the Company Client in order to fulfill the project assigned to the Team Member by the CTC. CTC reserves all rights to replace the Team Member from any and all projects that are not finished without the need for reason or explanation. Any work performed by the Team Member if the project is cancelled, unpaid by Company Client or work not approved by Company Client or Company Management shall result in zero Compensation to the Team Member.

18. Restrictions on products. The Team Member shall act, on behalf of the CTC or when representing their self as a representative of the CTC only those CTC products and/or services as approved by the CTC unless otherwise allowed for in writing. Team Member agrees that all rights associated with the Company Client are exclusively those of the Company and that the Team Member agrees to cease and desist any form of contact with the Company Client of the Company in the event that the Team Member is no longer associated with the CTC in that capacity. Exceptions to this clause may only be created in writing prior to signing this agreement and must be attached as an addendum to this agreement. Such Addendum to include any business that the Team Member currently feels is a vital part of His/her future income needs for gainful employment or future Web relationships. Failure to include attachment with the signing of this agreement is acknowledgement that no such need exists and will be considered a violation of company secrets and unfair competition risk.

19. Expenses. As is customary with all Independent Contractors -- The Team Member shall be responsible for all expenses incurred by the Team Member in performance of their duties unless otherwise set forth in writing between the parties.

20. Duration of Agreement. This Agreement shall continue until terminated by either party upon thirty (30) days written notice to the other. Sixty (60) days of consecutive inactivity by Team Member may result in termination by CTC at CTCs option. Upon notice being given to terminate, the parties shall act in a positive, professional and favorable manner towards the patrons, and each other and neither shall take any actions to decrease productivity. Termination or cancellation of agreement does NOT affect the non-compete, non-disclosure portions of this agreement.

21. Trade secrets. Accordingly, the Team Member recognizes and acknowledges that it is essential to the CTC to protect the confidentiality of such trade information: (A) With Respect to the CTC’s special training and business techniques, analyses of the market, forms, software programs, Proprietary website strategies, Graphic design methods, Social Media Marketing systems as well as policies and procedures, employee handbook, internal documents, agreements, electronic communications between those directly associated to the company, tools and systems, list of patrons and prospects generated by Team Member or others associated with the CTC, Advertising programs, Vendor and Vendee relationships, Service Providers, and all other information regarding manufacturer or distribution of products that is NOT on public display on one or more of the CTC Websites or in its Consumer Products, the Team Member acknowledges that all of such information: (1) Belongs to the CTC exclusively. (2) Constitutes specialized and highly confidential information and not generally known in the industry. (3) Constitute trade secrets of the CTC. (B) The Team Member thus agrees to act as a trustee of such information and of any other confidential information that they acquire in connection with their association with the CTC and any intentional, direct or indirect proof otherwise is subject to a ten thousand dollar per incident monetary damage settlement in favor of the company with a minimum settlement of eighty thousand dollars. (C) During the term hereof, and for thirty-six (36) months thereafter, the Team Member shall not disclose such information to any person, firm, association, or other entity for any reason or purpose whatsoever, unless such information has already become common knowledge or unless the Team Member is required to disclose it by lawful judicial process.

22. Agreement not to compete. The CTC has retained the Team Member only for the purpose set forth in this Agreement, and their relationship to the CTC is that of an independent contractor. During the term hereof, the Team Member shall not, directly or indirectly, enter into, or in any manner take part in, any business, profession, or other endeavor, which competes with the CTC in the sale of such products as the CTC maintains or may add to his product lines during the term of this Agreement and for twelve (12) months following termination of this Agreement unless other provisions are included by addendum at the signing of this agreement. Failure to include addendum constitutes a waiver of future rights by the Team Member to dispute any portion of confidentiality or non-competition clauses except where allowable by Federal or State of Florida laws.

23. Restrictive covenant: (A) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason, whether with or without cause, or for a period of time to the length of involvement the Team Member will not, directly or indirectly, contact any then-existing client of the CTC for any purpose of selling like or similar product lines on behalf of Team Member or any other person, firm, company, or corporation. (B) The parties acknowledge that they have attempted to limit the Team Member's right to compete only to the extent necessary to protect the CTC from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a lawful Federal or Florida court may modify and enforce the covenant to be responsible under the circumstances existing at the time. Parties agree that no other States have Jurisdiction over this agreement to void or render invalid what is lawful in the State of Florida or the United States Federal Laws and Court systems. (C) The Team Member further acknowledges that: (1) In the event that their relationship with the CTC terminates for any reason, all earning, earnings and residual earnings will cease and that they will be able to easily earn a livelihood without violation of the foregoing restrictions. (2) That the Team Member's ability to earn a livelihood without violation of such restrictions is a material condition to their retention by the CTC.

24. Warranty against prior existing restrictions. The Team Member represents and warrants to the CTC that they are not a party to any agreement containing a non-competition clause or other restriction with respect to: (A) The services that the Team Member is required to perform hereunder. (B) The use or disclosure of any information directly or indirectly relating to the CTC's business, or the services the Team Member is required to render pursuant hereto.

25. Internet web site and Email marketing. CTC has zero tolerance toward any Team Member associated with Spam. The e-mail’s of Team Member associated with Spam are immediately terminated as soon as the violation is verified, with a cancellation of any pending monies or earnings owed. CTC will immediately terminate any Team Member account, which it believes, in its sole discretion, is transmitting or is otherwise connected with any Spam or other unsolicited bulk Email. (A) Team Member agrees to receive Email from CTC, including but not limited to, Web reports, training, promotional resources, newsletters and other correspondence. (B) For the purpose of this agreement SPAM is defined as Emailing ANYONE, in bulk or by single mailing, about CTC, CTC products or services, who have not specifically requested the information directly from Team Member. CTC considers ANY type of advertisement about CTC, CTC's products or services, posted to a Newsgroup or Chat Room, in violation of their posting rules, to be Spam. (C) Team Member agrees to comply with all U.S. State and Federal Spam laws, including but not limited to the Federal CAN-SPAM Act. (D) Because damages are often difficult to ascertain, if actual damages cannot be reasonably calculated then you as Team Member agree to pay CTC liquidated damages of $500 for each piece of Spam or unsolicited Email transmitted from or otherwise connected with your account, or actual damages, whichever is higher, to the extent such actual damages can be reasonably calculated. (E) Team Member is solely responsible for ensuring that Team Member Link is setup properly to have Web tracked and recorded to qualify for earnings. CTC is not responsible for the failure to assign any sale or earnings to Team Member if the same results from the improper formatting of any Team Member links. (F) CTC will only pay earnings on projects that are tracked through our tracking system and indicate Team Member as the source of the completed and approved project to the CTC's website type Company Clients.

26. Prohibition against assignment. The Team Member agrees, for the Team Member and on behalf of the Team Member's successors, heirs, executors, administrators, and any person or persons claiming under the Team Member of virtue hereof, that this Agreement and the rights, interests, and benefits hereunder cannot be assigned, transferred, or similar process. Any such attempt to do so, contrary to the terms hereof shall be null and void and shall relieve the CTC of any and all obligations or liability hereunder.

27. Sever-ability. If any provision, paragraph, or sub-paragraph of this Agreement is adjudged by any lawful court to be void or unenforceable, in whole or in part, such ad-junction shall not be deemed to affect the validity of the remainder of this Agreement. Any other provision and paragraph is declared to be separable from every other provision, paragraph, and sub-paragraph and constitutes a separate and distinct covenant.

28. Rights upon termination. Upon the expiration of this Agreement for any reason, whether with or without cause, the Team Member shall be entitled only to accrued earnings on those contracts already signed and accepted by the CTC prior to the effective date thereof. Such accrued earnings shall be paid to the Team Member within thirty (30) days of the CTC's receipt of the applicable invoice amounts. Team Member agrees that they release CTC from any future financial obligation in the event that they are for any reason that they are no longer associated with the CTC. Upon termination parties agree that all rights of the CTC shall survive the termination of this agreement and the then former Team Member must honor all restrictions and rules associated with CTC's sole ownership of all Work and Work Products produced under this agreement as well as all terms associated with contact with Company Client(s).

29. Binding effect. This Agreement shall be binding upon, and ensure to the benefit of, the Company.

30. Headings. The headings, paragraph numbering and font effects in this Agreement are inserted for convenience only and shall not be considered in interpreting the provisions hereof.

31. CTC reserves all rights not expressly granted herein.

32. Notice. All notices shall be given in writing and sent by electronic mail to Sara Daugherty sara@smallbizdezines.com

Team Member

Full Name:
Email Address (required)

Mailing Location:
Phone:
Mobile:
E-mail / PayPal account:
33. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
34. The CTC may terminate this Agreement for cause upon twenty-four (24) hours written notice to the Team Member. For cause shall be defined as the Team Member's violation of this Agreement, inactivity, or acting in a manner which may cause damage to the business reputation of the CTC or in a manner which is in violation of God’s Law and/or local, state and federal laws or regulations.
35. It is the sole responsibility of the Team Member to keep all contact information current! Team Member’s Signature:

Check this box if you agree and have fully read, understand and agree to these terms and conditions. Then Click this SUBMIT BUTTON to execute this agreement instead of printing and signing and get your career started.

Acceptance by Director of Admissions: Sara Daugherty C/O Small Biz Dezines & Total Custom Solutions 4100 Evans Ave Suite #24 Fort Myers, Florida 33901