Independent Contractor Agreement Devanadi Yoga
THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made on _____(date) , between Thai Yoga Bodywork, LLC, a Minnesota Limited Liability Company dba Devanadi Yoga (“Company”) and (“Independent Contractor”) and is effective as of ____(date) Select Date (“Effective Date”).
WHEREAS, Company is engaged in the business of providing yoga and fitness instruction classes (the “Programs”); and
WHEREAS, Independent Contractor has the requisite knowledge, experience, equipment, professional certifications, accreditations, and physical ability to instruct and lead Programs; and
WHEREAS, Company wishes to engage Independent Contractor and Independent Contractor wishes to accept such engagement on the terms and under the conditions recited below.
NOW THEREFORE, in consideration of the mutual promises, warranties, covenants and conditions set forth in this, Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
A. Services: Independent Contractor shall lead and perform Programs (“Services”) on behalf of Company during the term of this Agreement at Company’s premises. Independent Contractor warrants and represents to Company that all Services provided hereunder will be performed in a good workman-like manner according to all applicable laws, regulations, rules, professional standards associated with Yoga Alliance and guidelines; and shall be conducted in such a manner as to at all times maintain the goodwill of the Company. Independent Contractor shall have no obligation to work any particular hours or any particular numbers of hours. Independent Contractor shall determine the means and manner in which Independent Contractor provides Services. The Company and its agents and representatives shall not have any right to control or direct the details, manner or means by which Independent Contractor performs the Services. Independent Contractor will be given options of available times for providing the Services and can refuse to provide Services at the offered times.
B. Term: The term of this Agreement shall commence as of the Effective Date and shall continue for a period of one calendar year (“Term”) or until terminated by the Company with written notice of termination. An automatic renewal thereof for an additional calendar year at the expiration of each Term shall occur, unless either party gives notice of intention not to renew the Agreement at least 60 days prior to the end of the current Term. The Company may terminate this Agreement at any time should it determine, in its sole discretion, that Contractor has committed a crime (other than a violation of traffic laws), been guilty of malfeasance or dishonesty in the performance of its/his/her duties to the Company or has committed a material breach of this Agreement; or, if Contractor is an individual, upon the death or physical or mental incapacity of Contractor. Contractor shall be deemed to be physically or mentally incapacitated if, in the sole judgment of the Company, he or she is incapable of performing the services described herein.
C. Compensation/Commission: Company agrees to pay Independent Contractor a fee of CLASS RATE per class wherein Services are rendered. Additionally, for every class that has more than twenty-five (25) attendees (“Base Threshold”), Company shall pay Independent Contractor $1.00 per attendee over the Base Threshold in addition to the class fee. Should Independent Contractor 2 leave the Company or no longer continue to Work, Independent Contractor will no longer be entitled to any compensation. The CLASS Rate shall be agreed to in individual Statements of Work (SOW), which shall become an addendum to this Agreement and subject to the terms contained herein.
D. Independent Contractor Relationship: It is expressly understood and agreed that Contractor is and shall be an independent contractor and not an employee of Company with respect to the services contemplated by this Agreement.
1. The Contractor is not an agent, employee, joint venturer, partner, franchisee, or legal representative of the Company for any purpose whatsoever. Accordingly, Contractor shall be exclusively responsible for the manner in which Contractor performs Contractor’s duties hereunder and for the profitability or lack thereof, of Contractor’s activities under this Agreement.
2. Contractor does not have any right or authority to bind the Company in any manner whatsoever.
3. Contractor, and not the Company, shall be solely responsible for the payment of all income taxes, unemployment insurance, self-employment taxes and social security insurance, and for providing all insurance (such as workers’ compensation, automobile liability, or general liability coverage) as may be applicable to Contractor or his/her assistants or others engaged by the Contractor. All payments by the Company to the Contractor will be made without deductions or withholdings; and will be reported as 1099 income, and not as W-2 income. The Contractor shall provide the Company with copies of insurance policies or any other proof of insurance coverage (including evidence that the Company is an additional insured) or tax filings at the Company’s request. Regardless whether such documentation is requested or provided, the Contractor will fully defend and indemnify the Company for any and all tax obligations arising out of this Agreement (including taxes, interest, fees, or penalties), and any and all other legal liabilities arising out of the Contractor’s actions or inactions.
4. Contractor will complete a W-9 to share contact and his/her social security number or Federal Identification Number for accounting purposes.
5. Subject to the obligations contained in paragraph F of this Agreement, during the term hereof Contractor shall not be precluded from providing services to other persons or entities.
E. Expenses: Independent Contractor shall be responsible for all expenses incurred while performing Services under this Agreement. Independent Contractor shall supply at his/her own expense all tools, equipment, labor, supervision and supplies necessary to perform the Services under this Agreement, and will be responsible for his/her own workspace. Independent Contractor will provide his/her own towels, floor mats, yoga mats, fitness equipment, fitness clothes, food, beverages and music selection for instruction. Company’s sole obligation is to provide a working PA system that Independent Contractor can utilize in any way while on the premises. Independent Contractor will adjust the temperature of the facility as needed to accommodate attendee requests. At no time shall Independent Contractor remove or utilize any equipment from the facility that is not owned by Independent Contractor.
F. Confidentiality:
1. Independent Contractor acknowledges that information it may acquire in the course of the performance of this contract, to the extent not generally known or available to the public constitutes confidential information and or trade secret information of Company, including, 3 but not limited to: (a) teacher training manuals, digital files, handouts, technical memoranda and correspondence, and technical information, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development concerning Company's products and services; (b) information concerning Company's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies; (c) information concerning Company's contractors, including salaries, strengths, weaknesses and skills; and (d) information submitted by Company's customers, suppliers, contractors, consultants or co-venture partners with Company for study, evaluation or use (“Confidential Information”). Independent Contractor agrees that he/she/it will not use Confidential Information for Independent Contractor’s own benefit, the benefit of any person other than the Company, or disclose Confidential Information to any person or entity without the Company’s prior written consent. Upon the termination of this Agreement, for whatever reason, Independent Contractor will promptly deliver to Company all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information within its possession custody or control whether such materials were prepared or developed by Company or Independent Contractor.
2. Independent Contractor represents that his/her/its performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information acquired by Contractor in confidence or in trust prior to the independent contractor relationship with the Company. Contractor has not entered into, and agrees not to enter into, any agreement either written or oral in conflict with this Agreement. Contractor also understands that Contractor is not to breach any obligation of confidentiality Contractor has to others during the independent contractor relationship with the Company.
3. Independent Contractor's obligation to maintain the confidentiality and security of Confidential Information remains survives the termination of this Agreement and continues for so long as such Confidential Information is not public available through a source other than Independent Contractor and through no fault of Independent Contractor; or becomes lawfully available to Contractor from a source other than Company.
G. Indemnification: In addition to the indemnification obligation set forth in paragraph IV(c), Independent Contractor hereby promises and agrees to indemnify, defend and hold harmless the Company from and against any and all liability, loss, claim, damage or expense (including attorney’s fees and disbursements, penalties, and fines) which Company may incur as a result of the Services rendered or performed by Independent Contractor or for any violation or breach of this Agreement.
H. Marketing & Promotion: Independent Contractor and Company agree to work together, in good faith, to develop and implement an effective marketing plan for the Event. Both parties will list all Events on their websites and promote the events via email and social media channels. Independent Contractor has provided Company with marketing images of Independent Contractor and Event description, as well as other potential marketing media as available. As part of this plan, both parties agree to the following:
a) The utilization of their existing social media channels to promote the Event with increasing frequency as the Event approaches;
b) Having links, where possible, in social media posts to the Event registration;
c) Including information about the Event on their website and in newsletters;
d) Distributing flyers, posters, post card or other promotional materials where practicable.
I. Entire Agreement: This Agreement, including all exhibits, schedules, and other attachments to this Agreement as well as documents specifically referenced in this Agreement, constitute the entire expression of the parties’ agreement with regard to the subject matter of this Agreement. All prior and contemporaneous negotiations and agreements between the parties with regard to the subject matter of this Agreement are expressly superseded by this Agreement.
J. Attorney Fees: In any litigation, arbitration, or other proceeding arising out of or related to this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred in bringing or defending such action.
K. Assignment: The rights and obligations of the Company hereunder may be transferred to its successors and assigns. Contractor may not, however, transfer or assign its rights or obligations contained in this Agreement without first obtaining the written consent of Company.
L. Severability: If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected or impaired.
M. Governing Law and Jurisdiction: This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. Any legal proceeding related to this Agreement shall be brought in an appropriate Minnesota court, and each of the parties hereto hereby consents to the exclusive jurisdiction of the courts of the State of Minnesota for this purpose.
IN WITNESS WHEREOF, each of Company and Independent Contractor has executed or caused this Agreement to be executed upon the day and year written above.
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