Fill and Sign the Agreement between Agency Form

Agreement between Human Service Agency and Independent Contractor for Solicitation of Clients Independent Contractor Agreement made on this _________________ (date) between _________________________________ (Name of Human Service Resource Agency), a not for profit corporation organized and existing under the laws of the state of _____________________ (name of state), with its office located at ________________ ______________________________ (street address, city, state, zip code) , referred to herein as Agency , and ______________________ (Name of Independent Contractor), of ______________________________________________ (street address, city, state, zip code) , referred to herein as the Contractor. Whereas, Agency operates a ____________________________ (type of human resource agency) at the address set forth above, and Agency desires to contract with Contractor to solicit clients for the Agency; and Whereas, Contractor is experienced in the solicitation of clients for agencies such as Agency ; and Whereas, Contractor agrees to perform these solicitation services for Agency under the terms and conditions set forth in this Agreement; Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: 1. Employment of Contractor as an Independent Contractor. By this Agreement, Agency employs Contractor as an independent contractor to represent it and to procure contractual commitments from potential clients for Agency. 2. Commission. A. Agency shall pay Contractor a commission of $__________ for each client that enters into a contractual relationship with Agency as a result of the efforts and influence of Contractor. B. Such commission shall be due and payable on the ____ day of each month following the entry of the contractual relationship with Agency. 3. Client’s Failure to Pay Account. A. In the event of nonpayment of a client's account resulting in a loss to Agency, Contractor shall be charged with a sum equal to his commission on the unpaid balance owing by the client. B. If any client's account becomes ______ (number) days in arrears, Contractor shall be charged with a sum equal to his commission on the unpaid balance of the account, and such commission debit shall be suspended, subject to being recredited at any time such client pays his or her account in full. 4. Misconduct of Contractor. A. If this Agreement is terminated, all compensation, additional compensation and other benefits shall accrue and be paid to the Contractor to the date of the termination. Payments will be made with respect to each item of compensation or benefit as soon as the amount due is determined, except that if the termination is due to the Contractor's misconduct, the Agency shall have the right to withhold any and all monies due to the Contractor and shall apply the same as an offset against any monies due to the Agency from the Contractor as a result of the misconduct. B. Agency may cancel and terminate this Agreement on _____ (number) days' notice in writing to Contractor, if Contractor: (i) becomes insolvent or fails to make any report or remittance required to be made; (ii) fails to conduct the business of the Agency to the satisfaction of Agency; (iii) fails to observe or perform any of the other provisions, terms or conditions on the part of Contractor to be observed or performed; or (iv) becomes involved in any financial difficulty that, in the opinion of Agency, may impair Contractor's ability to properly conduct the business of this agency. C. Upon such cancellation or termination, Contractor may, at his option, request a review of such cancellation or termination by an Ad ministrative Review Board made up of _________________________________________________ ____________________________ (titles and/or names of employees on Board) . The decision of the Board will be final. 5. Relationship of Parties. The parties intend that an independent contractor- employer relationship will be created by this Agreement. Agency is interested only in the results to be achieved, and the conduct and control of the work will lie solely with Contractor. Contractor is not to be considered an employee of Agency for any purpose, and any employees of Contractor are not entitled to any of the benefits that Agency provides for Agency's employees. It is understood that Agency does not agree to use Contractor exclusively. It is further understood that Contractor is free to contract for similar services to be performed for other similar agencies while under contract with Agency. 6. Liability. The work to be performed under this Agreement will be performed entirely at Contractor's risk, and Contractor assumes all responsibility for its actions pursuant to this Agreement. Contractor will carry, for the duration of this Agreement, public-liability insurance in an amount acceptable to Agency. Contractor agrees to indemnify Agency for any and all liability or loss arising in any way out of the performance by Contractor of this Agreement. 7. Nondisclosure of Confidential Information. Contractor agrees that during the term of this Agreement, and for a period of ______ (number) years after the end of such term, Contractor will not disclose any information or data concerning the business or clients of Agency, disclosed to or acquired by Agency in confidence at any time during the term of this Agreement. 8. Duration. This Agreement shall remain in force for a term of one year from the date of this Agreement. Agency shall have the right to renew this Agreement for a similar period from time to time after the end of such term. 9. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 10. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 11. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________________ (name of state). 12. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 13. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 14. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 15. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 16. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 18. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. _________________________________ (Name of Agency) ________________________ By: _______________________________ (Signature of Contractor ) (Signature of Officer) ________________________ ________________________________ (P rinted Name of Contractor) (P rinted Name & Office in Corporation)