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Independent Contractor Agreement

THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is entered into by and between Technology Visionaries, LLC., a New Jersey limited liability company that maintains an address for correspondence at 321 Main Street, 1st Floor, Woodbridge, NJ 07095 (“Corporation”) and , an individual who maintains an address for correspondence at (“Contractor”). This Agreement shall be effective as of the latest date of the signatures of the parties below (the “Effective Date”).

Terms & Conditions

Services
- General. Subject to the terms of this Agreement, and in consideration of the Compensation (defined below) paid to Contractor, Contractor shall provide Corporation with the following services (collectively, the “Services”) when requested by Corporation: software development services, hardware and software troubleshooting services, and general implementation services of LabTech solutions for Company’s customers.
- Duties and Responsibilities. Contractor shall provide the Services on an “at will” basis, and the parties agree that Contractor may perform services for third parties unrelated to Corporation. However, when performing Services for the benefit of Corporation, Contractor shall devote all of Contractor’s attention and energy to the business and affairs of Corporation and its affiliates, and refrain from multi-tasking Corporation’s needs with the needs of Contractor’s other customers.
- Email. Contractor may be provided an email address by Corporation for the purpose of enabling Contractor to become informed about, or to perform, the Services (“Email Account”). If an Email Account is provided to Contractor, the Contractor shall use the Email Account for Corporation’s business purposes only, and not for any other reason. Contractor understands and agrees that the Email Account, as well as all email received to or sent from such account, is Corporation’s property. Consistent with Corporation’s corporate email policy, Corporation shall have full right of access to the Email Account, and reserves the right to monitor all email communications to and from the Email Account for Corporation’s business purposes.
Compensation
- Compensation. In consideration of Contractor’s ongoing and satisfactory provision of the Services, unless other arrangements are made between the parties in writing, Contractor shall invoice Corporation on a monthly basis for all Services performed by Contractor in the prior calendar month, and Corporation shall pay such invoice upon receipt of such invoice from Contractor. It is agreed that Contractor shall be paid at the rate of $_____/hour for the satisfactory performance of the Services (“Compensation”).
- It is understood and agreed that Corporation will not be responsible for, and shall not engage in, withholding any taxes (including but not limited to FICA) from Contractor’s compensation, or making any federal unemployment compensation contributions on behalf of Contractor. Contractor solely shall be responsible for the payment of all such taxes and payments on any and all income received from Corporation.
- No Other Benefits. Contractor understands and agrees that the compensation and additional benefits described above shall be in lieu of any and all other compensation, benefits and plans. Contractor is ineligible from participating in any pension, health, vacation or other benefits that may be generally offered to Corporation’s employees.
Work for Hire; Ownership.
- All copyrights, trademarks, patents, trade secrets, works of authorship and other intellectual property rights of or related to all ideas, materials (tangible and intangible) and concepts supplied to Contractor by Corporation, including but not limited to customer lists and customer contact information, inventory lists, pricing lists, plans, designs, memos and related business documents are, and shall remain, Corporation’s exclusive property (collectively, “Corporation’s Materials”).
- In addition, all copyrights, trademarks, patents, trade secrets and other intellectual property rights of every kind and nature associated with any ideas, concepts, techniques, inventions, processes, drawings, designs, algorithms, models, or works of authorship developed or created by Contractor pursuant to the relationship between Corporation and Contractor, and which are or may be in any way related to, or materially based upon, the products and/or services offered by Corporation or which Contractor knows or has reason to know that Corporation plans to create or offer at any time (collectively, the “Work Product”) shall belong exclusively to Corporation and shall, to the extent possible, be considered a work made for hire for Corporation by Contractor within the meaning of Title 17 of the United States Code. Contractor automatically assigns to Corporation at the time of the creation of the Work Product, without any requirement of further consideration, any right, title, or interest it may have in such Work Product, including any associated copyrights or other intellectual property rights in such Work Product. Upon request of Corporation, Contractor shall take such further actions, and shall cause any of his personnel or associates to take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

Non-Competition; Non-Solicitation.
- Contractor acknowledges that the services to be rendered by Contractor on behalf of the Corporation are of a special character and have a unique value to Corporation, the loss of which could not be adequately compensated by damages in an action of law. In view of the unique value to Corporation of the Contractor’s duties, and because of the Confidential Information to be obtained by or disclosed to Contractor as hereinabove set forth, and as material inducement to Corporation to compensate Contractor for the services Contractor shall render for and on behalf of the Corporation, Contractor covenants and agrees that during the term of Contractor’s employment with the Corporation and for a period of one (1) year months thereafter:
  - Contractor shall not, directly or indirectly, as a principal or agent, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar services as provided by Corporation, any customer, potential customers, or account of Corporation; and,
  - Contractor shall not solicit for employment, employ or otherwise engage the business of, any employees or consultants of the Corporation, its affiliates and their successors and assigns.
- Should Contractor violate any of the provisions of this Section 4 or Section 5 (below), Contractor will immediately (i) suspend all activity that violates the terms of this Agreement and refrain from engaging in such activity for the duration of the restricted period and (ii) upon demand by Corporation, immediately account for and pay to the Corporation any compensation, bonus, salary, gratuity, or other financial gain of any kind received directly or indirectly, in any transaction connected with such violation.
- In view of the irreparable harm and damage which would occur to Corporation as a result of a breach or threatened breach by Contractor of the covenants or agreements under Sections 4 and/or 5 of this Agreement, and in view of the lack of an adequate remedy at law to protect Corporation’s interests, Corporation shall have the right to receive (without the requirement of posting a bond), and Contractor consents to the issuance of a temporary and, subsequently, a permanent injunction enjoining Contractor from committing any violation of the covenants set forth herein. Contractor acknowledges that an injunction is an appropriate remedy for such a breach or threatened breach. The foregoing remedy shall be in addition to, and not in limitation of any other rights or remedies to which the Corporation is or may be entitled pursuant to this Agreement or a law or in equity.
Confidential Information.
- For the purposes of this Agreement, “Confidential Information” shall mean all financial, technical and other information including, without limitation, all copies, agreements, virtual files including software code (both source and object code versions), physical files, drafts, books, logs, charts, records, studies, reports, schedules, pictures, diagrams, models and plans, as well as all customer lists (both present and past customer lists), and intellectual property of every kind and nature that has been or will be created by Corporation, owned by Corporation (and which is treated as being confidential by Corporation), and which has been or will be provided, directly or indirectly, to Contractor. In addition, Confidential Information shall also mean any information
- From the date of this Agreement and continuing for five (5) years after termination of this Agreement, Contractor shall take all steps necessary to protect the confidentiality of the Confidential Information Contractor receives, either directly or indirectly, from Corporation. Such information may be disclosed to Contractor orally or in writing, and such information shall be considered confidential regardless of the method of disclosure to Contractor.
- Contractor shall use the Confidential Information only for the purpose of fulfilling Contractor’s job duties as directed by Corporation. In all cases, Contractor shall reveal the Confidential Information only to those parties who are directly assigned to participate in the projects or tasks for which use of the Confidential Information is authorized, and who have a “need to know” such information, and who are legally and contractually bound with Corporation to keep such information confidential. Contractor may disclose Confidential Information to the extent required to comply with the order of any court of competent jurisdiction or any governmental agency, provided that Contractor first notifies Corporation of such requirement and provides Corporation with a reasonable opportunity to contest such requirement before any disclosure.
- Upon termination of Contractor’s employment with Corporation, Contractor shall immediately return to Corporation all Confidential Information in Contractor’s care, custody or control, and Contractor shall retain no copies of such information.
- Special Treatment of Customer Contact Information. The parties acknowledge and agree that all customer contact information compiled by Corporation as well as all customer contact information that is obtained and/or compiled by Contractor pursuant to Contractor’s performance of the Services (collectively, “Contact List”), is highly confidential and one of Corporation’s trade secrets. Contractor acknowledges and agrees that Corporation has invested, and continues to invest, a great deal of resources in obtaining and maintaining its Contact List, and Corporation keeps such information confidential at all times. Accordingly, notwithstanding any provision to the contrary, Contractor agrees (i) never to reveal the Contact List, in part or in whole, to any party who is not authorized in writing by Corporation to receive such information, and (ii) never to use information obtained from the Contact List, or use information obtained as a result of Contractor’s access to the Contact List, without Corporation’s express written permission.

Reasonableness of Restrictions.

6.1 Contractor has carefully read and considered the provisions of Sections 4 and 5 hereof and, having done so, agrees that the restrictions set forth in such Sections are fair and reasonable both in time and geographic scope, and are reasonably required for the protection of the interests of Corporation, its officers, directors and other employees.

6.2 It is the belief of the parties that the best protection that can be given to Corporation that does not in any way infringe on the rights of Contractor to conduct any unrelated business is to provide for the restrictions described above. In the event any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties. In determining this limitation, it is the intent of the parties that the court recognizes that the parties desire that this Agreement be enforced and maintained to the greatest extent possible.

6.3 If Contractor is in default of part or all of any of the provisions of this Agreement, the restriction periods described in Sections 4 and/or 5 (whichever is relevant) shall be suspended and shall recommence at such time as Contractor has cured said default (said default shall be considered cured at the sole but reasonable discretion of Company).

Term; Termination.
- This Agreement shall commence on the Effective Date, and shall continue until terminated as provided below.
- This Agreement may be terminated only in one of the following ways:
  - By mutual written consent of the parties;
  - By a party if the other party (a “breaching party”) commits a material breach of this Agreement, and such breach is not cured within ten (10) days after such breaching party receives notice of the breach;
  - By Corporation immediately, for cause, in the event that Contractor (i) commits an act involving dishonesty or moral turpitude, (ii) is convicted of a felony crime, (iii) commits an act that portrays or tends to portray Corporation in a false or negative light, (iv) commits an act that involves a breach of Contractor’s confidentiality duties under this Agreement, or (v) acts in a manner or engages in a course of conduct that, in Corporation’s discretion, falls substantially below Corporation’s work ethic standards, or which is deemed highly unacceptable by Corporation; or,
  - By either party for any reason upon providing no less than thirty (30) days prior written notice of termination to the other party.

Representations; Warranties. Each party represents and warrants that it has the power and authority to enter into this Agreement, and be bound by the terms contained therein. Contractor represents and warrants that all work performed by Contractor shall be of high quality, and shall not violate the intellectual property, contract, or privacy rights of any third party.

Contractor agrees to defend, indemnify and hold Corporation harmless against any and all claims, losses, expenses and damages (including reasonable attorneys’ fees) arising out of or relating to (i) bodily injury or personal injury or death or damage to real or tangible property that results as a result of the provision of the Services by Contractor; and/or, (ii) claims for taxes, wages or benefits, brought by Contractor or other persons for whom Contractor is responsible. Corporation shall be entitled to control the reasonable defense and settlement of all claims for which Corporation is entitled to indemnification under this provision.

- No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, shall give or be construed to give any rights hereunder to any other person.
- Non-Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of such provision or any other provisions hereof and no waiver shall be effective unless made in writing.
- Compliance With Laws. Contractor shall comply with all applicable laws, ordinances, rules, and regulations governing Contractor’s duties or responsibilities under this Agreement.
- Governing Law. The parties acknowledge and agree that the laws of the State of New Jersey shall govern the interpretation and enforcement of this Agreement, and the parties consent to the sole and exclusive venue of the courts in Union County, New Jersey for any and all issues arising out of, or related to, this Agreement. Notwithstanding the foregoing, at Corporation’s discretion, to enforce the non-solicitation provisions of this Agreement Corporation may pursue temporary and/or permanent injunctive relief in a court of competent jurisdiction in the state or federal courts of any state in which Contractor is performing services.
- Prevailing Party. In the event that litigation is brought to enforce any term or covenant of this Agreement, the prevailing party in such litigation shall be entitled to an award of all attorneys’ fees and costs that prevailing party incurred in such litigation.
- Independent Contractor. No party or any of its officers, employees, agents or representatives is a partner, employee or agent of any other party for any purpose whatsoever. Rather, each party is and shall at all times remain an independent contractor. With the exception of representations that Contractor is authorized to make to third parties in the performance of the Services, Contractor shall not have, nor shall he hold himself out at as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Corporation, unless Corporation shall consent thereto in writing.
- If one party is required to give notice to the other, such notices shall be deemed given (i) immediately when personally delivered or when sent by fax (evidenced by a transmittal sheet) or email, (ii) one business day after being delivered by overnight courier (e.g., FedEx, DHL, etc.), or (iii) three (3) business days after being mailed by U.S. certified mail, first class, postage prepaid. Notices shall be sent to the addresses provided above, or to such other address for notice as a party may subsequently notify the other from time to time. The parties may provide each other with email and fax information, and notices under this Agreement may be provided electronically.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter discussed herein, and any prior understanding regarding the same subject matter will not be binding except to the extent incorporated in this Agreement. This Agreement supersedes and replaces any other agreement or understanding between the parties with regard to Contractor’s provision of the Services.
- Force Majeure. Neither party shall be liable for any delay or failure in its performance due to acts of God, earthquake, other natural disasters, labor disputes, changes in the law, terrorism, war, fire, epidemics, or other difficulties that are beyond its reasonable control (a “Force Majeure Event”). If any such delay occurs, the party experiencing the Force Majeure Event shall promptly notify the other party of the reason for the delay and the likely duration of the delay. Notwithstanding the foregoing, if Contractor is affected by a Force Majeure, then at Corporation’s option, Corporation may retain the services of an alternate provider to perform those Services impacted by the Force Majeure, and deduct the cost of such alternate provider from amounts to be paid to Contractor; provided, however, in no event shall such deduction be greater than the amounts that Contractor would have charged to perform the same Service to Corporation.
- Captions. Captions in this Agreement are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision of this Agreement.

Enforceability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, administrative agency or as a result of future legislative action, such holding or action shall be strictly construed and the unenforceable provision shall be deemed severable from the remainder of this Agreement to the extent permitted by law, and the validity or effect of any other provision of this Agreement shall remain binding with the same effect as though the void parts were deleted.
Survival. Provisions in this Agreement that, by their nature and description, are reasonably intended to survive the termination of this Agreement shall continue in full force and effect post-termination, including but not limited to the provisions of Section 3, 4 and 5.

Counterparts. The Parties may execute and deliver this Agreement in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to be one agreement. Each party acknowledges and agrees that this Agreement is intended to be executed and transmitted to the other party via electronic means. Accordingly, a party may execute and deliver this Agreement electronically (e.g., by digital signature and/or electronic reproduction of a handwritten signature), and the receiving party shall be entitled to rely upon the apparent integrity and authenticity of such signature for all purposes.

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April 23, 2019 6:56 am EST

Independent Contractor Agreement Uploaded by AJ Gyomber - aj@technologyvisionaries.com IP 73.199.11.145