Dewlyn Nonprofit Services

Independent Contractor Agreement


Dewlyn LLC

1300 Ridenour Blvd., Suite 100, Kennesaw, GA 30152

Phone: (800) 446-0323 • Email: support@dewlyn.com

 

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is entered into by and between Dewlyn Nonprofit Services, a corporation organized and existing under the laws of United States of America, (the “Company”) and INSERT_NAME, Filipino, of legal age, with address at INSERT_ADDRESS (the “Contractor”) (Individually, a “Party” and collectively, the “Parties”).

The Parties seek to have Contractor perform services for Company, subject to and in accordance with the terms and conditions of this Agreement and applicable laws.

THEREFORE, the Parties agree as follows:

 

I. Services

Subject to the terms of this Agreement and during the Term (as set forth in Section 2 below), Company hereby engages Contractor on an independent basis as a non-exclusive contractor based  remotely:

INSERT_PROJECT_NAME

INSERT_PROJECT_DESCRIPTION

which, in turn, require specialized skill and training and particular experience to perform (the “Services”).

Contractor shall perform the Services to and for the Company as may be reasonably requested by Company. Contractor shall devote all necessary time and effort to the performance of the Services and this Agreement and shall use Contractor’s best efforts to perform the Services in a timely and professional manner and complete all the tasks assigned hereunder.

Further, Contractor shall conduct himself / herself in a manner consistent with the high image, reputation and credibility of Company, and refrain from engaging in activities which reflect adversely on Company.

 

II. Term

Unless otherwise terminated in accordance with Section 5 below, this Agreement shall begin as of INSERT_START_DATE (the “Effective Date”) and shall continue in force until INSERT_END_DATE. Nothing herein shall in any way obligate Company to enter into any Renewal or otherwise imply to Contractor any right to a Renewal.

 

III. Compensation

1. Service Fees. As full and complete compensation for the Services, Company shall pay Contractor a service fee of US$ INSERT_PROJECT_PAY , to be payable after project completion. Invoices are paid on the 15th and the 30th of each month (“Service Fees”). All Service Fees shall be paid in U.S. Dollars via transfer to the designated U.S. Dollar bank account of Contractor.

2. Expenses. Contractor is solely responsible for furnishing the supplies and equipment necessary for the performance of the Services, subject to Section 4.2(b) below, and will generally not be entitled to expense reimbursement.

Notwithstanding the foregoing, should Contractor deem an expense necessary for the performance of the Services, prior approval for incurring the particular expense may be obtained by Contractor from Company and if approved, reimbursement shall be processed by Company in accordance with its reimbursement policy and upon presentment by Contractor of appropriate proof.

3. Benefits. As an independent contractor, Contractor hereby acknowledges that it has no right to receive any benefits given by Company to its regular employees, including, but not limited to, bonuses, health benefits, vacation and sick leave benefits, and profit sharing plans, as well as to any and all statutory benefits, monetary or otherwise, to which employees in the Philippines are normally entitled to, such as the thirteenth-month pay, maternity leave, paternity leave, and other various similar leave benefits.

The Contractor also hereby waives any and all “benefits” which might otherwise be found to accrue to Contractor by virtue of the Services, and this waiver is effective for the entire Term of this Agreement.

4. Taxes. Contractor represents and warrants to Company that for tax purposes, he / she is a self-employed independent contractor in the INSERT_CONTRACTOR_COUNTRY where Contractor is a resident, domiciled, or otherwise performs the Therefore, Contractor is responsible for any and all taxes under INSERT_CONTRACTOR_COUNTRY law, including without limitation, income taxes, withholding taxes, and value-added taxes, that may accrue on the Service Fees and any other payment made by Company to Contractor under this Agreement, and the filing of the proper tax returns therefore with the proper tax authorities in a timely manner, without reimbursement or allowance from Company.

5. Social Benefits Registrations and Contributions. Contractor agrees to undertake the appropriate registrations, and pay promptly any and all government contributions, to be performed or paid, as the case may be, by a self-employed independent contractor for social welfare benefits. Contractor represents and warrants that he / she is registered as a self-employed person with required agencies by INSERT_CONTRACTOR_COUNTRY law.

6. Proof of Tax Payments and Social Benefits Contributions as Precondition to Payment of Service Fees. As a precondition to the payment by Company of the Service Fees of Contractor, Contractor shall provide Company copies of the following documents:

a) Proof of the filing of the annual income tax return of Contractor, reflecting the receipt of Service Fees from Company as income for the past A copy of Contractor’s annual income tax return (which shall be due for filing with the Philippine tax authority on the 15th day of April) shall be a precondition for the payment by Company of Contractor’s Service Fees for the month of June.

b) Proof of payment by Contractor of the contributions of a self-employed person to the Social Benefits Contractor shall inform Company whether Contractor shall make his / her contributions to the Social Benefits Agencies on a monthly, quarterly, semi- annual, or annual basis for purposes of identifying when Company shall expect Contractor to provide copies of proof of such contributions. In no case shall Company pay Contractor his / her Service Fees for any given month if no proof of payment of contribution to the Social Benefits Agencies shall have been given by Contractor to Company for the third last preceding month (e.g., for Contractor to receive his / her Service Fees for the month of April, he / she should give proof of payment of contribution to the Social Benefits Agencies for the month of January).

 

At its own discretion, Company may waive the application of this Section.

In the event Contractor should fail to make any such registrations or payments, Contractor shall indemnify Company for any claims, causes of action, or liabilities which may be made, advanced or incurred against Company as a result of such non-registration / non- payment, and shall be responsible for Company’s attorneys’ fees and costs in defending or protecting itself from the same.

 

IV Termination

1. Notwithstanding the provisions of Section 2 above, this Agreement may be terminated by either Party under any of the following circumstances:

(a) for convenience, with 30 days’ prior written notice to the other Party, including where the Company, at its sole discretion, determines that its need for Contractor’s Services no longer exists; or

(b) by giving 15 days’ prior written notice in writing to the other Party in the event that the other Party is in breach of any of the provisions of this Agreement and such breaching Party shall have failed to cure such breach within fifteen (15) days following receipt of written notice thereof from the non-breaching Party.

 

2. In the event of the termination of this Agreement for any reason, the Parties shall have the following rights and obligations:

(a)Either Party shall make payment of all amounts then or thereafter due or payable, such as, but not limited to:

(i) payment by Company of all proper Service Fees that are due and owing to Contractor; and

(ii) payment by Contractor of the proper taxes and government contributions in relation to this Agreement and the Service Fees.

 

(b) Contractor shall also return to Company all supplies, paraphernalia, and equipment that Company had previously delivered to Contractor in the course of this Agreement (the “Company Property”) in the same condition that such Company Property was delivered, subject to reasonable depreciation / normal wear and tear. Company and Contractor shall regularly inventory the Company Property, and agree on such inventory, throughout this Agreement.

Contractor shall not be entitled to any compensation or indemnity from the other as a result of such termination.

Upon the termination of this Agreement, Contractor shall cease holding itself out in any manner as a service provider or independent contractor of Company or as having any existing connection with Company, and shall return to Company all Proprietary information (as set forth in Section 6 below), and any other documents, materials or tangible items obtained by Contractor as a result of this Agreement and his / her performance of the Services.

V Cooperation

Contractor shall use Contractor’s best efforts in the performance of Contractor’s obligations under this Agreement. Company shall provide such access to its information as may be reasonably required in order to permit Contractor to perform Contractor’s obligations hereunder, subject to the following section.

VI Proprietary Information, Confidentiality and Intellectual Property

1. Proprietary Information.

(a) Contractor acknowledges that Contractor’s relationship with Company is one of high trust and confidence and that in the course of Contractor’s performance of the Services, Contractor will have access to Proprietary

(b) For purposes of this Agreement, “ProprietaryInformation” shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret, or confidential nature, owned, possessed, used, by Company or Company’s clients, concerning Company’s or its clients’ business, business relationships or financial affairs, employees, officers, directors and agents, including, without limitation, any invention, formula, client information, customer information, employment information, trade secret, process, research, report, technical or research data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, projects, developments, marketing or business plan, forecast, unpublished financial statements, budget, licenses, that is communicated to, learned of, developed or otherwise acquired by Contractor in the course of Contractor’s service as an independent contractor of Company and which may have been disclosed or entrusted directly to Contractor or to Company (in the case of Company’s clients). The fact of the execution of this Agreement and the contents hereof shall also be considered as Proprietary

(c) The Contractor agrees that all files, documents, letters, memoranda, reports, records, or other written, photographic, or other tangible material containing Proprietary Information, whether created by Contractor or others, or which shall come into Contractor’s custody or possession, shall be and are the exclusive property of Company or its client/s, as the case may be, to be used by Contractor only in the performance of Contractor’s duties for Company and shall not be copied or removed from Company’s information All such materials or copies thereof shall be delivered by Contractor to Company, upon the earlier of (i) a request by Company or (ii) the termination of this Agreement. After such delivery, Contractor shall not retain any such materials or copies thereof or any such tangible property.

 

2. Confidentiality.

 

  • Except as required in the performance of his / her obligations under this Agreement, or with the prior written authorization of Company, or when ordered by a court or government authority with competent jurisdiction, Contractor shall not directly or indirectly use, disclose, disseminate or otherwise reveal any Proprietary Information to any person or entity other than persons employed or engaged by, or otherwise connected with, Company or use the same for any purposes, other than in the performance of the Contractor shall use not less than a reasonable standard of care and discretion to protect the Proprietary Information.
  • Contractor’s obligations under this Section 6 shall not apply to Proprietary Information that (i) is or becomes known to the general public under circumstances involving no breach by Contractor or others of the terms of this Section 6, (ii) is generally disclosed to third parties by Company or its client, as the case may be, without restriction on such third parties, or (iii) is approved for release by written authorization of Company.
  • The obligation of confidentiality and non-disclosure herein shall survive the termination of this Agreement.

 

3.Intellectual Property.

  • All inventions, creations, computer programs, works of authorship, data, developments, records, reports, designs, know-how, algorithms, specifications, and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, created, written, designed or developed by Contractor, solely or jointly with others or under Contractor’s direction, (“Intellectual Property”), shall be the sole property of Contractor hereby assigns to Company all Intellectual Property and any and all intellectual property rights thereto, including, but not limited to, patents, copyrights, trademarks, trade names, and other intellectual property rights and applications therefor, in the Philippines and elsewhere and hereby appoints any officer or agent of Company as Contractor’s duly authorized attorney to execute, file, prosecute, register, and protect the same before any government agency, court or authority.
  • The immediately preceding paragraph shall not apply to Intellectual Properties which do not relate in any way or aspect to the business conducted or planned to be conducted by Company at the time such Intellectual Property is created, made, or conceived and which is made and conceived by Contractor not during normal working hours, not on the Company’s premises and not using the Company’s devices, Company Property, and / or Proprietary
  • Contractor agrees that if, in the course of performing the Services, Contractor incorporates into any Intellectual Property developed under this Agreement any preexisting invention, improvement, development, or other proprietary information owned by Contractor or in which Contractor has an interest (“Prior IP”), (i) Contractor will inform Company, in writing before incorporating such Prior IP into any Intellectual Property and (ii) Contractor will hereby grant Company a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior IP, without restriction, including, without limitation, as part of or in connection with such Intellectual Contractor will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Intellectual Property without Company’s prior knowledge and written permission.

 

  • Upon the request of Company and at Company’s expense, Contractor shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Intellectual Property to Company and to assist Company in applying for, obtaining and enforcing copyright, trademark, or any intellectual property rights in the Philippines and in any foreign country with respect to any Intellectual Contractor also hereby waives all claims to any and all moral rights in any work that may be protected by copyright.
  • Contractor shall promptly disclose to Company all Intellectual Property and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by Company) to document the conception and/or first actual reduction to practice of any Intellectual Such written records shall be available to and remain the sole property of the Company at all times.
    • Ownership of Goodwil Contractor accepts and acknowledges that its role is limited to only providing the Services and further acknowledges that any goodwill arising therefrom in any way shall be considered the property of Company rather than Contractor. Contractor shall refrain from communicating any information with respect to guarantees or warranties regarding Company’s products to Company’s clients and their employees, except those which are expressly authorized by Company or are set forth in Company’s literature, website or other materials given to Contractor.
    •  

VII Independent Contractor Status

      • Contractor shall perform all Services under this Agreement as an “independent contractor” and not as an employee, partner, or agent of Company, as these terms are defined, understood, and accepted under Philippine law and In this regard, both Parties acknowledge that Contractor is being engaged by Company for his / her special skill and training and particular experience in relation to the Services and that in the course of the performance by Contractor of the Services, Company is concerned only with the final outcome or result of the Services.
      • Contractor shall have the right to control and determine the time, place, methods, manner and means of performing the In performing the Services, the amount of time devoted by Contractor on any given day will be entirely within Contractor’s control, and Company will rely on Contractor to put in the amount of time necessary to fulfill the requirements of this Agreement and the performance of the Services agreed hereunder. Upon reasonable notice, Contractor shall meet with representatives of Company at a schedule and location (e.g., virtual location) to be designated by Company and agreed to by the Parties to discuss the outcome or result of the Services.
      • In the performance of the Services, Contractor has the authority to control and direct the performance of the details of the Services, Company being interested only in the outcome or result However, the Services contemplated by the Agreement must meet Company’s standards and approval and shall be subject to Company’s general right of inspection of the outcome to secure the satisfactory completion of the Services.
      • Contractor shall not use Company’s trade names, trademarks, service names or service marks without the prior approval of Company.

VIII Non-Solicitation

Contractor agrees that for the duration of this Agreement, and for a period of 1 year after its termination, Contractor shall not directly or indirectly:

  • solicit, or attempt to solicit, with a view of employment or engagement in any form, directly or indirectly, any employee, director, executive, officer, consultant, agent, or other independent contractor of Company (including any such employee, director, executive, officer, consultant, agent, or other independent contractor of Company whose service, employment, or engagement has been terminated for any reason for a period of at least 1 year) (“Relevant Personnel”) for its own account or for that of a company controlled by, or that will directly or indirectly benefit, Contractor; encourage, induce or persuade, or seek to induce or persuade, any Relevant Personnel to leave or terminate his / her service, employment, or engagement with Company; or whether for his own account or for the account of any other person, intentionally interfere with the relationship of Company with, or endeavor to entice away from Company, any person who during the Term of this Agreement is considered a client or customer of

IX Indemnification

Contractor shall indemnify, hold harmless and defend Company and all of its respective shareholders, officers, managers, directors, employees, and agents from all losses, damages, fines, penalties, liabilities and expenses, including reasonable attorneys’ fees (collectively, “Losses”) that they, or any of them, incur due to any claims, proceedings, actions, charges or investigations (collectively, “Claims”) arising out of or in connection with: (i) the breach or nonperformance by Contractor of any of its obligations under this Agreement; (ii) the wrongful, negligent, or fraudulent performance by Contractor of the Services; and (ii) the misrepresentations made by Contractor in connection with the Services.

X Remedies

Contractor acknowledges that any breach of the provisions of this Agreement shall result in serious and irreparable injury to Company for which Company cannot be adequately compensated by monetary damages Contractor agrees, therefore, that, in addition to any other remedy Company may have, Company shall be entitled to enforce the specific performance of this Agreement by Contractor and to seek both temporary and permanent injunctive relief to the extent permitted by law.

XI Notices

All notices required or permitted under this Agreement shall be e-mailed to the other party at such e-mail address as each Party shall designate and communicate to the other.

XII Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

XIII Amendment

This Agreement may be amended or modified only by a written instrument executed by both

XIV Assignment

This Agreement is personal to Contractor and Contractor shall not have the right to assign any of Contractor’s rights, or delegate any of Contractor’s duties, to any party, without the express written consent of Any non-consented-to assignment or delegation, whether express or implied, shall be void and shall constitute a breach of this Agreement by Contractor. Company shall be entitled to assign any or all of its rights and obligations hereunder to any of its subsidiaries or affiliates; provided, that a successor-in- interest of Company by merger, assignment of stock, or purchase of all or substantially all of Company’s business and / or assets shall acquire all rights and obligations of Company hereunder.

XV Governing Law and Dispute Resolution.

This Agreement shall be governed by and construed in accordance with the laws of the contractor's country without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other

XVI Authorizations

Contractor shall, at Contractor’s sole cost and expense, obtain and maintain the governmental authorizations, registrations, and filings that may be required under law in connection with his / her performance of this Contractor will otherwise comply with all laws and regulations of their country.

XVII Data Protection

Contractor shall, at all times, comply with his / her obligations under all applicable data protection laws and regulations in relation to all personal data that he / she processes in the course of his / her performance of the Contractor shall adopt adequate physical and technical security measures to protect the privacy of personal data that he / she obtains and processes from or through Company.

XVIII Non-Waiver

No delay or omission by Company in exercising any right under this Agreement shall operate as a waiver of that or any other A waiver or consent given by Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

XIX Severability

In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired

 

XX Electronic Signature

By placing an electronic signature on the signature page of this Agreement, both Parties legally bind themselves to this Agreement, as if hard copies have been executed and delivered in person with signatures in

 

XXI Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but which, when taken together, shall constitute one and the same This Agreement shall be deemed executed only when each Party shall have delivered to the other, by e-mail, its / his / her signed counterpart to the Agreement.

 

 

 

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Signature Certificate
Document name: Independent Contractor Agreement
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September 21, 2022 2:56 pm EDTIndependent Contractor Agreement Uploaded by Cheryl Smith - csmith@dewlyn.com IP 98.62.130.254