Independent Contractor Agreement

INDEPENDENT CONTRACTING AGREEMENT

ABC Company, LLC, referred to as RECIPIENT, and Smith, referred to as INDEPENDENT CONTRACTOR, agree to engage in this Independent Contracting Agreement:

I. Services

INDEPENDENT CONTRACTOR shall perform the following services for RECIPIENT:

II. Payment

INDEPENDENT CONTRACTOR will be compensated at the following rate of remuneration: which must be paid in full by April 30, 2017. INDEPENDENT CONTRACTOR will be allowed to choose their preferred method of payment.

In the event that the services have not been completed in a timely and adequate fashion by the agreed upon completion date, except for in cases of extraordinary and unreasonable circumstances, the payment can be withheld until the services are complete.

INDEPENDENT CONTRACTOR is responsible for payment of any employees they may have.

This agreement shall begin on August 1, 2014 and shall terminate on August 31, 2016 unless earlier terminated.

RECIPIENT may terminate this contract on days notice to Independent Contractor for unsatisfactory performance.

III. Business Relationship

This is an agreement for independent contracting services. The RECIPIENT provides no benefits such as health insurance, unemployment insurance, or worker’s compensation insurance to INDEPENDENT CONTRACTOR. This document does not create an employee-employer relationship between the two parties. This is strictly a payment for services which the RECIPIENT will have the right to inspect and supervise, but cannot control how INDEPENDENT CONTRACTOR does their job. RECIPIENT will have authority to halt inadequate work at any moment.

IV. Liability

INDEPENDENT CONTRACTOR is responsible for obtaining its own insurance coverage for the case of injury that results due to negligence of INDEPENDENT CONTRACTOR during the services being performed. INDEPENDENT CONTRACTOR cannot seek payment from RECIPIENT for injuries of this nature.

INDEPENDENT CONTRACTOR is responsible for payment of all federal, state and local income taxes.

INDEPENDENT CONTRACTOR shall be responsible for providing all tools and materials required for performance of the tasks agreed to.

IV. Confidentiality/Non-Disclosure

In the event that INDEPENDENT CONTRACTOR has access to proprietary/confidential information of the RECIPIENT, said information shall not be shared, used, or sold by INDEPENDENT CONTRACTOR for the duration of the contract and afterwards in perpetuity. Proprietary and confidential information includes but is not limited to:

• -Information that can be considered a competitive advantage
• -Non-public information, trade secrets, product ideas, method of operations, contact leads, strategy, trade partners, employees
• -Financial/Investment information
• -Any and all information that was attained in a way that can be deemed “confidential” and not available to the ordinary public.

Any of the RECIPIENT’s physical items that have been permitted to be used by INDEPENDENT CONTRACTOR must be returned on a specified date by the RECIPIENT being no later than the termination date of the contract.

INDEPENDENT CONTRACTOR will not act as a representative of RECIPIENT’s company in any manner and will clarify their position to third parties.

VI. Governing Body

Any disputes that may arise out of this agreement will be governed by the ruling of law in the State of Tennessee.

VII. Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

Dated: _________________________

_______________________________ __________________________________
ABC Company, LLC by
John W. Sims
Vice President