Fill and Sign the Attorney Services Agreement This Agreement Form

- 1 – INDEPENDENT CONTRACTOR COURT REPORTER EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into on the date last written below, by and betwee n   (hereinafter "Employer"), and , an independent contractor (hereinafter "Court Reporter"); WHEREAS, the Employer desires to retain the services of Court Reporter, and Court Reporte r desires to render services to the Employer, upon the terms and conditions hereinafter stated: NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do hereby promise and agree as follows: SECTION 1 – SCOPE OF DUTIES TO BE PROVIDED 1.1 Term . Employer agrees to hire Court Reporter, at will, for a term commencing on , 20 and continuing until terminated in accordance with Section 4 of this agreement. 1.2 Duties . Court Reporter agrees to perform work for the Employer on the terms and conditions set forth in this agreement and agrees to devote all necessary time and attention (reasonable periods of illness excepted) to the performance of the duties specified in this agreement. Court Reporter's duties shall include the following: . Court Reporter further agrees that in all aspects of such work, Court Reporter shall comply with the policies, standards, regulations of the Employer from time to time established, and shall perform the duties assigned faithfully, intelligently, to the best of his/her/their ability, and in the best interest of the Employer. SECTION 2 – CONFIDENTIALITY - 2 – 2.1 Confidentiality. Except for disclosures which is are matter of public record, Court Reporter shall not, during the term of this Agreement or after the termination of this Agreement, disclose any Confidential Information to any person or use any Confidential Information for the benefit of Court Reporter or any other person, except with the prior written consent of the Employer. Employer understands that certain Confidential Information may be required to be disclosed to certain individuals: directors, officers, employees, agents, or advisors (collectively, Representatives) of Court Reporter. Court Reporter shall maintain records of the persons to whom Confidential Information is distributed, will inform all such persons of the confidential nature of the information, will direct them to treat such information in accordance with this agreement, wil l exercise such precautions or measures as may be reasonable in the circumstances to prevent improper use of Confidential Information by them, and will be responsible for any breaches by them of the provisions of this agreement. The term “confidential information” does not include information that is or becomes publicly available (other than through breach of this Agreement) or information that is or becomes available to Court Reporter on a non-confidential basis, provided that the source of such information was not known by Court Reporter (after such inquiry as would be reasonable in the circumstances) to be bound by a confidentiality agreement or other legal or contractua l obligation of confidentiality with respect to such information. In the event that Court Reporter or any of Court Reporter’s representatives, assigns, or agents are requested or required by law or legal process to disclose any of the Confidential Information, the party required to disclose such information shall provide Employer with prompt oral and written notice before making any disclosure. In addition, Confidential Information may be disclosed to the extent required in the course of inspections or inquiries by federal or state regulatory agencies to whose jurisdiction Court Reporter is subject and that have the legal right to inspect the files that contain the Confidential Information, and Court Reporter will advise Employer promptly upon such disclosure. 2.2 Return of Documents . Court Reporter acknowledges and agrees that all originals and copies of records, reports, documents, lists, plans, memoranda, notes and other documentation related to the business of the Employer or containing any Confidential Information shall be the sole and exclusive property of the Employer, and shall be - 3 – returned to the Employer upon the termination of this Agreement or upon the written request of the Employer. 2.4 No Release . Court Reporter agrees that the termination of this Agreement shall not release Court Reporter from any obligations under Section 2.1 or 2.2. SECTION 3 - COMPENSATION 3.1 Compensation . In consideration of all services to be rendered by Court Reporter to the Employer, the Employer shall pay to said the amount of $ per hour week bi-weekly month year other . 3.2 Withholding; Other Benefits . Compensation paid pursuant to this Agreement shall not be subject to the customary withholding of income taxes and other employment taxes. Court Reporter shall be solely responsible for reporting and paying any such taxes. The Employer shall not provide Court Reporter with any coverage or participation in the Employer's accident and health insurance, life insurance, disability income insurance, medical expense reimbursement, wage continuation plans, or other fringe benefits provided to regular employees. SECTION 4 - TERMINATION 4.1 Termination at Will . This Agreement may be terminated by the Employer immediately, at will, and in the sole discretion of Employer. Court Reporter may terminate this Agreement upon days written notice to Employer. This Agreement also may be terminated at any time upon the mutual written agreement of the Employer and Court Reporter. SECTION 5 - INDEPENDENT CONTRACTOR STATUS 5.1 Court Reporter acknowledges that he/she is an independent contractor and is not an agent, partner, joint venturer nor employee of Employer. Court Reporter shall have no authority to bind or otherwise obligate Employer in any manner nor shall Court Reporter represent to anyone that it has a right to do so. Court Reporter further agrees that in the - 4 – event that the Employer suffers any loss or damage as a result of a violation of this provision Court Reporter shall indemnify and hold harmless the Employer from any such loss or damage. 5.2 Assignment. The Court Reporter shall not assign any of his/her rights under this agreement, or delegate the performance of any of his/her duties hereunder, without the prior written consent of the Employer. SECTION 6 - REPRESENTATIONS AND WARRANTIES OF COURT REPORTER 6.1 Court Reporter represents and warrants to the Employer that there is no employment contract or other contractual obligation to which Court Reporter is subject that pre vents Court Reporter from entering into this Agreement or from performing fully Court Reporter's duties under this Agreement. 6.2 Court Reporter represents that he/she is licensed by the appropriate licensing agency for the profession and that he/she is in good standing with such agency. SECTION 7 LIQUIDATED DAMAGES In the event the Court Reporter fails to provide the contracted for services under the terms of this contract, Court Reporter will pay liquidated damages in the amount of $    per proceeding (hearing, deposition, trial, etc.). This amount is to be paid as liquidated damages and not as a penalty because of the difficulty in ascertaining a ctual damages. SECTION 8 DOCUMENTATION Court Reporter shall submit written invoices for all fees or other compensation for services in detail, including the amount of time expended in performing the service, the day on which the service was performed, and what expenses were incurred, as well as the number of original transcript pages, and contract amount per page. SECTION 9 - MISCELLANEOUS PROVISIONS 7.1 The provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties. Any provision hereof which imposes upon Court Reporter or Employer an obligation after termination - 5 – or expiration of this Agreement shall survive termination or expiration hereof and be binding upon Court Reporter or Employer. 7.2 No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 7.3 This Agreement shall be governed by and shall be construed in accordance with the laws of the State of . 7.4This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties. 7.5 Severability. If any provision of these policies and regulations or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of these policies and regulations which can be given effect without the invalid provision or application, and to this end the provisions of these policies and regulations are severable. In lieu thereof, there shall be added a provi sion as similar in terms to such illegal, invalid and unenforceable provision as may be possible and be legal, valid and enforceable . WITNESS OUR SIGNATURES, this the day of , 20 . ___________________________ EMPLOYER ___________________________ COURT REPORTER