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Dakota Indexing Independent Contractor Agreement |
This is a Work for Hire
agreement between _________________having his/her principal office in
___________________ (hereinafter “the Author”),
and _Galen L. Schroeder, dba Dakota Indexing_ , an
independent contractor whose tax ID number or SSN number
is _________________ , and whose business is located at ___25 – 36th
Avenue NE, Fargo, ND 58102-1206 ___ (hereinafter “the Indexer.”).
1. Purpose of Agreement
The purpose of this
Agreement is to establish terms and conditions for services performed by the
Indexer for the Author.
The Indexer
shall perform the following:
__________________________________________________________________
_____________________________________________________________________________________________________.
2. Scope of Agreement
This is a work for hire
agreement. The Indexer shall perform the work
specified in Attachment A (see Index Specification Sheet, attached). This
Agreement covers only the items described herein. Any other items must be
agreed in writing by both parties as extensions to this agreement. Either
party may propose changes to this agreement. If changes affect the schedule
more than seventhree
days, a new schedule must be negotiated and agreed in writing by both parties.
3. Terms of Agreement
This Agreement begins on
___________________. Theis
Agreement ends when all terms have been satisfied. Either the
Author or the Indexer may terminate this
Agreement at any time, with or without cause, by giving the other party written
notice of termination. Termination of the Agreement by Author within 2
weeks of the agreed delivery date for page proofs (see Attachment A) will
result in a Cancellation Fee equal to 25% of the estimated total cost.
Termination of the Agreement by Author after Indexer has begun work on the
project will result in a Cancellation Fee equal to 50% of the estimated total
cost. Termination of the Agreement by Indexer will result in a refund of
any monies received from Author.
If termination is due to failure to perform, the other party has 72 hours to correct the failure. In the event of termination, paragraphs 6, 7, and 8 remain in effect unless termination of these is agreed in writing by the Author.
4. Compensation
The Indexer
will bill the Author at the rate of $ ______
per indexable page. Any re-pagination of
page proofs following start of work will be billed at an added rate of $_____ per page for the affected pages.
Indexer
will invoice Author for one-half of the estimated total cost at the time this
contract is offered based upon the estimated number of pages and the page rate
specified above. Payment is required
before indexing work begins. The balance, based upon the actual total page
count of pages indexed less any advanced
payments, will be invoiced upon approval and acceptance of the completed
index by Author and the publisher. The balance will be due 30 days after receipt
of the final invoice from the Indexer. Payment of final
invoices not received within thirty days will be considered overdue and a
charge of 1.5% per month will be added to the delinquent amount.
The Indexer
will invoice the Author
for one-half of the estimated total cost upon receipt of page proofs before
indexing begins. The balance will be invoiced upon approval of the
completed index by Author and the publisher (The Writer’s Collective).
The Author shall
pay the initial first-half invoice upon receipt. The balance will be due
30 days after receiving the final invoice from the Indexer. After thirty days,
1.5% interest per month will be added to any delinquent amount.
The Indexer
will provide up to 2 hours of editorial changes to the final index at Author’s
request at no added cost. Substantive changes requiring more than 2 hours
will be billed at a per hour rate of $_____.
For the purpose of the
Indexer’s professional portfolio, in addition to the monetary compensation
above, the Author will provide one
complimentary copy of the published final product to Indexer.
5. The Indexer Is an Independent Contractor
The Indexer
is an independent contractor and is not an agent or employee of the
Author. The Indexer will be responsible for determining
the manner and means of fulfilling the contract and for all legal requirements
applicable to independent contractors. The Indexer will maintain his or her own
business operation. Neither the Indexer
nor the Author intend to establish an employer-employee relationship
and both parties agree that the Indexer
is not an employee for state or federal tax purposes.
6. Confidentiality Requirement
Indexer shall maintain as
confidential and proprietary any information that the
Author so identifies and any information that can reasonably be presumed to be
such for a period of one year following completion of this Agreement.
This obligation shall cease when such information becomes publicly
available by the Author or rightful publication by
others.
7. Assignment of Intellectual Property Rights
All
rights, title, and interest in any intellectual property (conceived either
individually or jointly), including
any inventions,
whether patentable or not, and trademarks which arise out of Indexer’s
performance under this Agreement, are the property of the Author. Works of authorship created by Indexer for
Author in performance of this Agreement are “works made for hire” as defined
under U.S. Copyright Law. Indexer
relinquishes
all claims to copyright upon receipt of full payment for the completed index.
All rights, title,
and interest in any intellectual property (conceived either individually or
jointly), including any inventions, whether patentable or not, trademarks, or
copyrights and which arise out of the Indexer’s performance under this
Agreement, are the property of the Author. Works of authorship created by the
Indexer for the Author in the performance of this Agreement are “works made for
hire” as defined under U.S. Copyright Law.
8. Warranty and Indemnification
The Indexer
warrants that any work performed under this
Agreement will be original, will not have been previously published in whole or
in part, and will not have been previously assigned, licensed or otherwise
encumbered. In performance of its obligations under this Agreement, the
Indexer shall to the best of the Indexer’s
knowledge and ability avoid infringement of any patent, copyright, or trademark,
or the disclosure of any trade secret or
other confidential and proprietary property of any other third party. Even when
permission has been obtained from the affected third party(ies), the
Indexer agrees that it shall not knowingly furnish or use any such patented or
copyrighted information or any such mask
work or trademarks in the performance of this Agreement, nor shall the
Indexer knowingly use the trade secrets or other confidential and proprietary
information of the Indexer or others, without the prior written consent of the
Author.
The Indexer shall
indemnify the Author in the event of an infringement action by any third party
against the Author arising out of the Indexer’s willful use of any patents,
copyrights, trademarks, trade secrets, or other confidential and proprietary
information as determined by a court of competent jurisdiction Indexer and
Author grant each other mutual waivers of incidental and consequential damages.
In the event that a claim is unsuccessful, Indexer shall incur no liability.
The Indexer’s liability
shall not exceed the total amount paid by Author of
billing for this project.
9. Miscellaneous
The provisions of this
Agreement shall be governed by the laws of the State of North Dakota, and all
dispute resolution proceedings shall take place in the appropriate forum in
10. Attachments See Attachment A: Index
Specification Worksheet
This Agreement sets forth the entire understanding of the parties.
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Name (Please print) |
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Date |
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