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This Agreement is entered into by and between , a (“Company”), on its own behalf and on behalf of certain Affiliates as set forth in Section 6, and Quincy James Freeman, doing business as Data Cross, a California sole proprietorship (“Contractor”), to be effective as provided in Section 5.

Scope of Services. Company, on behalf of Company and its Affiliates, hires Contractor to provide IT services for the maintenance, security and upgrade of their respective computer, computer network, and related information and technology systems. Contractor agrees to provide IT services to Company and its Affiliates. Attached to this Agreement as Exhibit A is a list of the likely IT Needs of the Company and its Affiliates. Contractor agrees to work with Company and its Affiliates on those and any other IT matters as requested by Company and/or its Affiliates, where such services fall within the expertise of Contractor.

Independent Contractor. It is understood and agreed and it is the express intention of the parties that Contractor’s services hereunder shall be provided as an independent contractor, and not as an employee or agent of Company and/or Affiliate for any purpose whatsoever. In this regard, Contractor shall be exclusively responsible for providing services subject only to the general oversight of and standards established by Company, and in full compliance with the terms of this Agreement. Contractor shall have the right to control the means by which Contractor completes work on each assignment. As an independent contractor, Contractor shall not be entitled to any pension, stock, bonus, profit sharing, health, vacation, sick leave or other benefits which are available to employees of Company. Contractor represents and warrants to Company that Contractor is in business for himself, and is not working as an employee for any other person. Contractor agrees to maintain property, liability and health insurance, in such amounts as Contractor may reasonably determine, and understands and agrees that Contractor has no such insurance through Company.

Compensation. Contractor’s compensation for the service will be at Contractor’s standard hourly rates, which are set forth in Exhibit B to this Agreement. Contractor may change his hourly rate not more frequently than once per 12 month period. Contractor shall, upon request for services from Company or an Affiliate, provide an estimate of the cost of the work, and shall not commence providing the requested services unless and until Company or an Affiliate has authorized Contractor to proceed in writing. In the event of an emergency, Contractor will commence work immediately, but will consult with Company or its Affiliate as soon as reasonably practical to establish a scope, price and budget for the services to be provided. Contractor shall submit periodic invoices for services provided on a monthly basis. Company shall pay all undisputed amounts due under such invoices within thirty (30) days of the receipt thereof by Company.

Expenses. Contractor shall bear Contractor’s own expenses incurred in performing services for Company, unless the expense is directly related to hardware, software or other products used or consumed in providing the services. Any expense in excess of $100 must be approved in writing by an officer of the Company in advance for Contractor to be entitled to reimbursement.

Term. This Agreement shall become effective on the date of execution by both Company and Contractor, and Contractor shall begin providing services to Company on . Company may terminate this Agreement at any time, for any reason, on providing written notice of termination to Contractor. Contractor may terminate this Agreement at any time, for any reason, by providing thirty (30) days’ written notice of termination to Company. Contractor agrees to provide all services required by Company during the period following delivery of a termination notice and the date of actual termination. The provisions of Sections 7, 8, 9 and 10 of this Agreement shall survive the termination of this Agreement for any reason.

Parties, Third Party Beneficiaries. Company is entering into this Agreement for the benefit of itself, and to obtain IT services for its affiliates, Copy Resources, Inc., a California corporation, and Wilwest Copy Partners, LLC, a California limited liability company (each an “Affiliate” and together “Affiliates”). The Affiliates are intended third party beneficiaries of this Agreement and Contractor’s services. Contractor agrees to provide services to an Affiliate in the same manner and time as it does to Company.

Confidentiality. Company, its Affiliates and Contractor have entered into a Confidentiality and Non-Disclosure Agreement (“NDA”) dated . The provisions of the NDA are incorporated herein by reference; the NDA remains in full force and effect between and binding upon the parties; and the NDA is attached as Exhibit C to this Agreement.

Covenants of Contractor.

(a) Restriction on Customer Solicitation. The customer lists, customers, contacts, pricing policies and agreements, work performed by, and files saved by Company and its Affiliates for their own use and for the use of their customers are trade secrets of Company and its Affiliates and confidential information and trade secrets of the customers of Company and its Affiliates. In addition to the confidentiality provisions of the NDA, in consideration for access to this information, Contractor agrees not to use or disclose the names of the customers of Company or its Affiliates, the terms of agreements between the Company or its Affiliates and their customers, or any other trade secret or confidential information of Company, an Affiliate or any customer of Company or its Affiliates at any time, for any reason, whether for Contractor’s own benefit of the benefit of any other person, without Company’s prior written consent, which may be withheld in Company’s sole discretion.
(b) Restriction on Solicitation of Personnel. Contractor agrees not to employ any person employed by Company or its Affiliates in any capacity, whether as an employee or as an independent contractor, for a period of one (1) year from the termination date of this Agreement, without the prior written consent of Company.
(c) Ownership of Work Product. All records, files, documents, reports, data, diagrams, plans, spreadsheets or other materials (“Materials”) used, prepared or developed by Contractor in any way related to Contractor’s services hereunder shall be provided to Company and become its sole property. Contractor specifically agrees that all such Materials are, by execution of this Agreement, forever assigned to Company with no additional consideration required. Contractor agrees to execute any and all other documents reasonably requested by Company or its customer to reflect such assignment and confirm the ownership rights in any of the Materials. Contractor shall maintain the confidentiality of such Materials in all respects, shall keep such Materials in an organized manner, and shall return the Materials, no matter where kept or stored, to Company promptly upon the termination of this Agreement, or at Company’s option, destroy or erase (if Materials are stored electronically) any Materials in Contractor’s possession and certify in writing to Company that it has done so. The customers of Company and its Affiliates are intended third party beneficiaries of this subsection, and Company shall have the right to assign any or all such rights to a customer.
(d) No Disparagement. Contractor agrees not to disparage or slander Company or its Affiliates, their services, reputation, or any person associated with Company or its Affiliates, in any manner, either during or after the term of this Agreement.
(e) Protection of Systems. In performing services under this Agreement, Contractor covenants and agrees that Contractor will: (1) only access credentials, technology, configuration, customer, potential customer and vendor data on a need to know basis related to the specific services provided by Contractor; (2) maintain a record of, and provide Company and its Affiliates with, each and every credential, password or other security measure used in connection with the networks and computer systems of Company and its Affiliates, and update and maintain on a current basis such information on Company’s servers; (3) not create or use access to the Company or its Affiliates networks or computer systems to install any malware, spyware, backdoors, Easter eggs; and (4) not use or install any code that is not specifically necessary for the services being provided, and in all cases such code shall be usable by Company and its Affiliates following completion of the services.
(f) Documentation. Contractor shall follow industry best practices, together with any specific requirements established by Company or its Affiliates, to document all adds, changes, or removal of technology configurations on behalf of Company or its Affiliates, and update the documentation related thereto, all of which shall be stored on Company’s servers.
(g) Indemnification. Contractor shall indemnify, defend and hold harmless Company, its Affiliates, and their respective managers, officers, directors, agents and employees, from and against any and all third party claims, demands, liabilities, loss, damages, expenses, proceedings, actions or causes of action or government inquiries, including reasonable attorneys’ fees and expenses and costs, arising out of or connected with Contractor’s performance of the services or breach of this Agreement (including any of its representations, warranties or covenants hereunder).
(h) Applicability. If Contractor is an entity, the restrictions in this Section 8 shall apply to each owner of Contractor, whether or not the owner provides services to Company. If Contractor has employees who are not owners, or uses subcontractors to complete all or a portion of the services, Contractor shall have each such employee or subcontractor execute an agreement pursuant to which the employee or subcontractor agrees to be personally bound by the terms of the NDA and this Section 8.

Taxes. Contractor is solely responsible for all taxes arising from Contractor’s services hereunder, and understands that no payments will be made to unemployment or disability funds for Contractor. If necessary, Contractor agrees to pay any estimated taxes based on amounts paid for Contractor’s services, and agrees to report in a timely manner all income paid by Company to Contractor under this Agreement and to pay such taxes on that income as are required by law. Contractor agrees to provide Company with proof of said payments upon demand, and agrees to indemnify Company and its Affiliates if Contractor fails to comply with the requirements of this Section.

Arbitration. The parties agree that any controversy or claim arising out of or related to this Agreement or its breach, including proceedings to collect amounts due hereunder, shall be resolved by binding arbitration pursuant to the rules of the American Arbitration Association, to be held in Los Angeles County, California. Judgment upon the award rendered in arbitration may be entered and enforced in any court of competent jurisdiction.

Entire Agreement. This Agreement contains the entire agreement between the parties with regard to its subject matter, and supersedes all prior oral or written agreements, understandings, commitments, and practices between the parties. It is meant to be interpreted by reading it in conjunction with its attached No amendment or modification to this Agreement or its Exhibits may be made except by a writing signed by both parties.

Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to a particular circumstance, it shall nevertheless remain in full force and effect in all other circumstances.

IN WITNESS WHEREOF, the parties have entered into this Agreement to be effective as set forth in Section 5, above.

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Signed by Quincy Freeman
Signed On: 4 February 2022

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Independent Contractor Agreement

Unique Document ID: 624cde7b7fc3dcd9d3a9393d7f576f5c5ea5cc1d

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4 February 2022 12:27 pm PDT

Independent Contractor Agreement Uploaded by Quincy Freeman - support@datacross.us IP 76.170.160.135