Independent Contractor Agreement

NOTICE:

If you are being hired as a website designer and DO NOT need to enter our training program then this is the only agreement that you need to concern yourself with. For those entering our training program we need the  Training Agreement document signed as well.

 

Designer Agreement as an Independent Contractor

 

This Agreement is between Proclaimers for Christ LLC a Nevada corporation doing business as Small Biz Dezines, My Small Biz Printing and in Red Bluff, CA acting as a sole proprietorship under the name Small Biz Printing herein after collectively referred to as Company, and

______________________________________________, here in after referred to as Designer.  Company owns several proprietary websites for advertising and marketing purposes and requires a written agreement with the Designer. All transactions must be under the Company in order to protect the Company’s interests as well as the Customers who contract services with the Company, which are only allowed by formal written contract or on-line electronic contract. If you agree with the following terms and conditions, please execute this document before a Notary Public and return original, for acceptance by Company CEO: Sara Daugherty C/O Proclaimers for Christ Ministry 1805 N. Carson Street, suite x Carson City NV 89701

1. Ability to Perform / Contract. The Designer is of lawful age and of sound mind, in the below named

state/country/territory in which the Designer is domiciled in, to enter into this Agreement which becomes

effective upon acceptance by Company. Upon acceptance of this Agreement, you will be a Designer for Company and will be eligible to participate in the training and website intern program of the Company’s products and services.

2. Taxes. The Designer understands that they are an independent contractor, not an agent, employee

or franchisee of the Company and will not be treated as an employee for any purposes including that of the Federal

Unemployment Tax Act, the Federal Insurance Contribution Act, the Social Security Act and/or any State Unemployment

Act(s). The Company shall not maintain Workers compensation or disability coverage. If a US citizen, the Designer understands and agrees that the Designer will pay all applicable Federal and State income

taxes, self-employment taxes, local taxes and/or license fees which may be due because of the Designer’s

activities under this Agreement.

3. The Designer understands that this Agreement supersedes any and all other agreements between

the parties and is the entire Agreement between the Company and the Designer. No other additional promises, representations, guarantees or agreements of any kind shall be valid unless in writing and signed by the Company and the Designer.

4. The place of origin of this Agreement is the state of Nevada, and it shall be governed in accordance with its laws.

The lawful courts of the state of Nevada shall be the forums for the resolution of any disputes arising hereunder.

5. The Designer agrees not to use, distribute or modify the Company’s logos, trademarks, trade names, literature or any other materials in any type of advertising without the prior written approval of the Company.

6. The Designer understands that the unpaid intern program is a requirement to build websites or pages. Earnings are first based on Designer “Pay Grade”. This ranges from unpaid for trainees to a per job “book rate” similar to the automotive industry “book rate” for automotive repairs. We base all jobs on the average time it take our lead designers to perform the work, thus determining Company’s “book rate” Wages are paid based on this “book rate” times the Designers “pay grade”, which ranges from $10-$30 per hour (as per book rate). A designer’s actual hours to perform work may vary depending on skill level, experience, software and internet speed. These calculations and amounts may be modified from time to time as per Company Employee Handbook and Policies and Procedures Manual and are considered attachments and integral parts of this agreement which the Designer is responsible to fully understand and adhere to at all times without prompting from the Company. Earnings will be paid via PayPal within thirty (30) days after payment on invoice is received and shall be accompanied by a Statement of Earnings, attached, and as modified from time to time by Company.

7. The Designer indemnifies and holds harmless the Company from any claims, damages, and expenses including attorney’s fees arising out of the Designer’s actions or conduct in violation of this Agreement.

8. The Designer is not guaranteed any income, profit or success. The Designer will make earnings only on products, goods and services personally worked on by the Designer and approved by the Company’s client. The Designer is free to set Designer’s own hours and determine the Designer’s own location and the methods of fulfilling the guidelines of this agreement.

9. Contact with the Company’s clients or performing work for hire that is NOT produced by the Company or its suppliers is a breach of contract and may result in termination and participation in any future earnings.

10. Inaccurate information supplied, Failure to maintain service and contact exclusively through company established e-mail and systems as per the employee handbook and policies and procedures with customer base and/or failure to keep contact/work load information current by the Designer is grounds for termination of this Agreement at the option of the Company.

11. No regulatory agency ever endorses or approves any company or compensation plan and the Company makes

neither claim, nor promise to anyone. This compensation plan is not a network marketing plan and is a traditional direct Web compensation plan and is governed that way by the State of Nevada.

12. The Designer will make no statements, claims, representations or warrantees respecting the Company’s products, which are not contained in official Company promotional materials produced and distributed by the Company.

13. The Designer shall make no false or misleading statements concerning the Company, the Company’s

products or services, affiliates or suppliers.

 

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15. This Agreement may be modified from time to time to meet legal requirements and changes in economic and/or

political conditions. The Company agrees to give thirty (30) days notice of such modification by any or all of the following: its inclusion into the Employee Handbook, Policies and Procedures Manual or posted addendums as provided in the Company website or delivered to the Designer via e-mail notification.

16. The Designer understands the Employee Handbook, Policies and Procedures as well as this Agreement and will adhere to them. Any violation of this Agreement, the employee handbook, policies and procedures manual or addendums and may result in termination of this Agreement at Company’s option.

17. In order to protect against unauthorized promises, which cannot be fulfilled, the Company shall have the absolute

right, at Company’s discretion:

(A) To monitor any and all communications by the Designer with any and all Clients, Affiliates and/or team members of the company as defined by those where monies change hands or payments are made from one to another.

(B) To make any allowances or adjustments to orders.

(C) The Company shall notify the Designer in writing of such refusals, allowances or adjustments as is required by the Client in order to fulfill the project assigned to the Designer by the Company. Company reserves all rights to replace the Designer from any and all projects that are not finished without the need for reason or explanation. Any work performed by the Designer if the project is cancelled, unpaid by Client or work not approved by Client or Company Management shall not result in Earnings to the Designer for any reason.

18. Restrictions on products. The Designer shall act, on behalf of the Company or when representing

their self as a representative of the Company only those Company products and/or services as approved by the Company unless otherwise allowed for in writing. Designer agrees that all rights associated with the Customer are exclusively those of the Company and that the Designer agrees to cease and desist any form of contact with the Customers of the Company in the event that the Designer is no longer associated with the Company in that capacity. Exceptions to this clause may only be created in writing prior to signing this agreement and must be attached as an addendum to this agreement. Such Addendum to include any business that the Designer currently feels is a vital part of His/her future income needs for gainful employment or future Web relationships. Failure to include attachment with the signing of this agreement is acknowledgement that no such need exists and will be considered a violation of company secrets and unfair competition risk.

19. Expenses. The Designer shall be responsible for all expenses incurred by the Designer

in performance of their duties unless otherwise set forth in writing between the parties.

20. Duration of Agreement. This Agreement shall continue until terminated by either party upon thirty (30) days

written notice to the other. Sixty (60) days of consecutive inactivity by Designer may result in termination by

Company at Company’s option. Upon notice being given to terminate, the parties shall act in a positive, professional and

favorable manner towards the patrons, and each other and neither shall take any actions to decrease productivity.

21. Trade secrets. Accordingly, the Designer recognizes and acknowledges that it is essential to the

Company to protect the confidentiality of such trade information:

(A) With Respect to the Company’s special business techniques, analyses of the market, forms, software programs, Proprietary website strategies, policies and procedures, employee handbook, internal documents, agreements, electronic communications between those directly associated to the company, tools and systems, list of patrons and prospects generated by Designer or others associated with the Company, Advertising programs, Vendor and Vendee relationships, Service Providers, and all other information regarding manufacture or distribution of products that is NOT on public display on Company Website or in its Consumer Products, the Designer acknowledges that all of such information:

(1) Belongs to the Company exclusively.

(2) Constitutes specialized and highly confidential information and not generally known in the industry.

(3) Constitute trade secrets of the Company.

(B) The Designer thus agrees to act as a trustee of such information and of any other confidential

information that they acquire in connection with their association with the company and any intentional, direct or indirect proof otherwise is subject to a ten thousand dollar per incident monetary damage settlement in favor of the company with a minimum settlement of eighty thousand dollars.

(C) During the term hereof, and for thirty-six (36) months thereafter, the Designer shall not disclose

such information to any person, firm, association, or other entity for any reason or purpose whatsoever, unless such

information has already become common knowledge or unless the Designer is required to disclose it by

lawful judicial process.

22. Agreement not to compete. The Company has retained the Designer only for the purpose set forth in

this Agreement, and their relationship to the Company is that of an independent contractor. During the term hereof, the Designer shall not, directly or indirectly, enter into, or in any manner take part in, any business, profession, or other endeavor, which competes with the Company in the sale of such products as the Company maintains or may add to his product lines during the term of this Agreement and for six (6) months following termination of this Agreement unless other provisions are included by addendum at the signing of this agreement. Failure to include addendum constitutes a waiver of future rights by the Designer to dispute any portion of confidentiality or non-competition clauses except where allowable by Federal or State of Nevada laws.

23. Restrictive covenant:

(A) For a period of six (6) months after the expiration or termination of this Agreement for any reason, whether

with or without cause, or for a period of time to the length of involvement the Designer will not, directly or

 

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indirectly, contact any then-existing client of the Company for any purpose of selling like or similar product lines on behalf of Designer or any other person, firm, company, or corporation.

(B) The parties acknowledge that they have attempted to limit the Designer’s right to compete only to

the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a lawful Federal or Nevada court may modify and enforce the covenant to be responsible under the circumstances existing at the time. Parties agree that no other States have Jurisdiction over this agreement to void or render invalid what is lawful in the State of Nevada or the United States Federal Laws and Court systems.

(C) The Designer further acknowledges that:

(1) In the event that their relationship with the Company terminates for any reason, all earning, earnings and residual earnings will cease and that they will be able to easily earn a livelihood without violation of the foregoing restrictions.

(2) That the Designer’s ability to earn a livelihood without violation of such restrictions is a

material condition to their retention by the Company.

24. Warranty against prior existing restrictions. The Designer represents and warrants to the Company

that they are not a party to any agreement containing a non-competition clause or other restriction with respect to:

(A) The services that the Designer is required to perform hereunder.

(B) The use or disclosure of any information directly or indirectly relating to the Company’s business, or the services

the Designer is required to render pursuant hereto.

25. Internet web site and Email marketing. Company has zero tolerance toward any Designers

associated with Spam. The e-mail’s of Designers associated with Spam are immediately terminated as soon as the violation is verified, with a cancellation of any pending monies or earnings owed. Company will immediately terminate any Designer account, which it believes, in its sole discretion, is transmitting or is otherwise connected with any Spam or other unsolicited bulk Email.

(A) Designer agrees to receive Email from Company, including but not limited to, Web reports, training,

promotional resources, newsletters and other correspondence.

(B) For the purpose of this agreement SPAM is defined as Emailing ANYONE, in bulk or by single mailing, about

Company, Company products or services, who have not specifically requested the information directly from Designer. Company considers ANY type of advertisement about Company, Company’s products or services, posted to a Newsgroup or Chat Room, in violation of their posting rules, to be Spam.

(C) Designer agrees to comply with all U.S. State and Federal Spam laws, including but not limited to

the Federal CAN-SPAM Act.

(D) Because damages are often difficult to ascertain, if actual damages cannot be reasonably calculated then you

as Designer agree to pay Company liquidated damages of $500 for each piece of Spam or unsolicited Email transmitted from or otherwise connected with your account, or actual damages, whichever is higher, to the extent such actual damages can be reasonably calculated.

(E) Designer is solely responsible for ensuring that their Designer Link is set up properly

to have Web tracked and recorded to qualify for earnings. Company is not responsible for the failure to assign any sale or earnings to Designer if the same results from the improper formatting of any Designer links.

(F) Company will only pay earnings on projects that are tracked through our tracking system and indicate Designer as the source of the completed and approved project to the Company’s web site Clients.

26. Prohibition against assignment. The Designer agrees, for the Designer and on behalf

of the Designer’s successors, heirs, executors, administrators, and any person or persons claiming under the Designer of virtue hereof, that this Agreement and the rights, interests, and benefits hereunder cannot be assigned, transferred, or similar process. Any such attempt to do so, contrary to the terms hereof shall be null and void

and shall relieve the Company of any and all obligations or liability hereunder.

27. Sever-ability. If any provision, paragraph, or subparagraph of this Agreement is adjudged by any lawful court to

be void or unenforceable, in whole or in part, such adjunction shall not be deemed to affect the validity of the remainder of

this Agreement. Any other provision and paragraph is declared to be separable from every other provision, paragraph,

and subparagraph and constitutes a separate and distinct covenant.

28. Rights upon termination. Upon the expiration of this Agreement for any reason, whether with or without cause,

the Designer shall be entitled only to accrued earnings on those contracts already signed and accepted by the Company prior to the effective date thereof. Such accrued earnings shall be paid to the Designer within thirty (30) days of the Company’s receipt of the applicable invoice amounts. Designer agrees that they release company from any future financial obligation in the event that they are for any reason that they are no longer associated with the company.

29. Binding effect. This Agreement shall be binding upon, and insure to the benefit of, the Company.

30. Headings. The headings, paragraph numbering and font effects in this Agreement are inserted for convenience only and shall not be considered in interpreting the provisions hereof.

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31. Company reserves all rights not expressly granted herein.

32. Notice. All notices shall be given in writing and sent by electronic mail to saradaugherty@gmail.com and certified mail, return receipt requested, and shall be posted to: Company c/o: Sara Daugherty CEO, 1805 N. Carson Street, Suite X Carson City NV 89701 Voice Mail #: 320-980-4203

 

Designer: Full Name: ___________________________________________________________________

Mailing Location: ___________________________________________________________________________________

_________________________________________________________________________________________________

Phone: __________________________ FAX: _________________________ Mobile: ____________________________

E-mail / PayPal account: _______________________________@______________________________

33. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an

original but all of which together shall constitute one and the same instrument.

34. The Company may terminate this Agreement for cause upon twenty-four (24) hours written notice to the Designer. For cause shall be defined as the Designer’s violation of this Agreement, inactivity, or acting in a manner which may cause damage to the business reputation of the Company or in a manner which is in violation of God’s Law and/or local, state and federal laws or regulations.

35. It is the sole responsibility of the Designer to keep all contact information current!

 

Designer’s Signature: _____________________________________________________________________

Sworn to before me this ______ day of the month of __________________, in the year of Our Lord and Savior Jesus,

the Christ, two thousand and ____________________________________

 

Notary Signature with Seal

 


 

 

 

 

 

 

 

 

 

Acceptance by Sara Daugherty CEO, Scribe Proclaimers for Christ, a corporation sole: _________________________

 

On this ______ day of the month of ___________, in the year of Our Lord and Savior Jesus, the Christ, two thousand

And _______________

 

Notary Signature with Seal

 

 

 

 

 

 

 

 

 

 

 

 

 

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Social Security Number Disclosure/Waiver Form

 

I understand the only purpose of this form is to satisfy the tax filing

requirements of Proclaimers for Christ LLC in the event my commission payments

exceed $600.00 USD over the course of any calendar year. I further understand

this information will not be used for any purpose other than as an attachment

to form 1099-MISC and disclosed only to the Internal Revenue

Service of the UNITED STATES OF AMERICA.

 

Please type or print legibly

Name/Entity:

Mailing Location:

City:

State:

Postal Code:

 

Include SSN/TTN in the space provided below

 

1 I am a US Citizen or Entity, my SSN/TIN is

(1099-MISC form only will be submitted to the IRS)__________________

 

If the following apply: Sign and affix a notary seal where appropriate

 

2 I have bona fide religious or privacy objections to revealing my SSN

(a 1099-MISC and this Waiver will be submitted to the IRS)_________________

 

3 I am not a US Citizen and have never been issued a Social Security Number

(a 1099-MISC and this Waiver will be submitted to the IRS)____________________

 

4

Other (a 1099-MISC and this Waiver will be submitted to the IRS): _________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

I hereby certify the information provided is true and correct.

Signature: ______________________________________________________

Proclaimers for Christ LLC – SSN Disclosure/Waiver – US Affiliates

Revised 1/25/12