Fill and Sign the Agreement by Accounting Firm to Employ Auditor as Self Employed Independent Contractor Form

Agreement by Accounting Firm to Employ Auditor as Independent Contractor Agreement made on the ____ day of ____________________________, 20____, between _________________________________________________ (Name of Auditor) of _____________________________________________________________________ ________________________________________________________________________ ____________________________ (street address, city, county, state, zip code) , referred to herein as Auditor, and ___________________________________________________ (Name of Accounting Firm), a professional limited liability company (PLLC) organized and existing under the laws of the state of _____________________________________, with its principal office located at ____________________________________________ ________________________________________________________________________ ___________________________________ (street address, city, county, state, zip code) , referred to herein as Firm. Whereas, part of Firm’s practice involves (e.g., auditing in the communications and t elecommunications industry) __________________________________________ _______________________________________________________________________ _______________________________________________________________________ __________________________________________________ , and Auditor desires to work with Firm on such audits as an independent contractor; and Whereas, Auditor is duly licensed in the state of ___________________________ to perform such audits; and Whereas, Firm desires to contract with Auditor to aid Firm in audits to be assigned by Firm to Auditor; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Statement and Subject of Employment A. Firm hereby retains Auditor to aid Firm in such audits as Firm may assign to Auditor. Such audits will be conducted in accordance with U.S. generally accepted auditing standards and the standards for financial audits contained in (e.g., government auditing standards, issued by the Federal Communications Commission). B. Auditor shall perform only the above-described audits, and such other auditing services as may be requested by Firm from time to time. Auditor shall refrain from soliciting independent auditing work from clients of the Firm during the term of this Agreement and for an additional two years following its termination. II. Compensation A. In consideration of the services to be performed by Auditor, Firm shall compensate Auditor as follows: 1. The lesser of $____________ per hour or ________% of the fee received by Firm for audits assigned to Auditor by Firm. 2. Said compensation will be paid within _____ days of the receipt by Firm of payment from client for such an audit. III. Conflict of Interest Auditor shall not accept any employment that shall conflict directly with the interests of the client being audited by Auditor , without the prior written consent of Firm and client. If, during the duration of this Agreement, Auditor determines that a conflict of interest exists or has arisen, Auditor shall notify Firm and client, and will withdraw from auditing any such clients, unless written consent is given by client and Firm. IV. Terminable at Will The parties understand and agree that this Agreement can be terminated by the Firm or Auditor, with or without cause, and with or without notice, at any time. In the event of such termination, Firm shall compensate Auditor for all auditing services up to the time of such termination as provided in Section II. V. Independent Contractor . A. The parties acknowledge and agree that Auditor shall be at all times hereunder an independent contractor and not an employee of Firm. Firm shall have no direct control over the methods or means by which Auditor shall perform the services hereunder, and at all times during this engagement, Auditor shall exercise his/her own independent professional judgment in connection with the performance of his/her services under this Agreement . B. Auditor agrees that he/she is not an employee of Firm for any purpose whatsoever, including unemployment tax, social security contributions, income tax withholding or workers compensation, whether state or federal. Auditor agrees to pay and be solely responsible for all applicable taxes, both state and federal, in connection with amount paid by Firm to Auditor. As an independent contractor Auditor is not eligible to participate in any of the Firm’s fringe benefit programs. VI. Facilities Firm shall provide Auditor with an adequate work station when Auditor needs to be at the offices of Firm. VII. 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. VIII. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________________________. IX. Notices 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. X. Mandatory Arbitration 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. XI. Covenant Not to Disclose A. Auditor understands that he/she will be privy to proprietary information, financial information, marketing strategy, creation of products, and related plans of clients. Auditor also understands that he/she will produce certain confidential working papers and other documents as a result of this Agreement. Said proprietary information, financial information, marketing strategy, creation of products, and related plans of clients, confidential working papers and other documents produced or reviewed as a result of this Agreement are hereinafter called trade secrets. B. All trade secrets revealed to Auditor as a result of this Agreement will be considered proprietary and will not be disclosed by Auditor to anyone anywhere without Firm’s prior written consent. Upon completion of each audit, Auditor shall promptly return to client all materials documenting, describing or revealing such confidential trade secrets and shall not disclose same to any third party or use such information in future employment or self - employment. XII. 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. XIII. 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. XIV. 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. WITNESS our signatures as of the day and date first above stated. ____________________________________ (Name of PLLC) __________________________________ By_________________________________ AUDITOR ____________________________________ (Name and Office in PLLC)