Fill and Sign the Independent Contractor Agreement Contract Form

Independent Contractor Agreement with Church Agreement made this       day of       , 20       , between       , a Section 501(c)(3) organization of the Internal Revenue (Name of Church) Code, a nonprofit Church Corporation organized and existing under the laws of       , with its principal office located at       , (State) (Street Address)       , referred to herein Church, and       , (City, State, Zip Code) (Name of Employee) of       , referred to herein (Street Address, City, County, State, Zip Code) Contractor. I. Definitions. A. Contractor. Hereinafter, the term Contractor shall be construed to mean       . Inc., 111 Main, Leeds GA, 555-555-5555; xyz@ abccc.net; TIN 11245775. B. Church. Hereinafter, the term Church shall be construed to mean 3rd Baptist Church, Leeds, GA 11111, or any legal or authorized representative thereof. C. Agreement. Hereinafter, the term Agreement means this General Consulting Agreement between Contractor and Church. II. General Terms and Conditions . A. Contractor’s specific services are not currently part of Church's core operations and that therefore the Church needs to contract independently for Contractor’s specific skill set. B. This Agreement requires the personal services of Contractor primarily and normally will not require the services of other employees, technical specialists, or subcontractors employed or engaged by Contractor unless specifically approved by the Church. C. All notices, requests, directions, or other communications hereunder shall be directed to the appropriate party at its address, phone numbers, or Email address as stated above unless such party designates an alternative address to the other party in writing. D. The Church does not retain the authority to direct the day-to-day performance of Contractor’s services, but rather is requesting certain tasks to be accomplished by Contractor based upon Contractor’s specific skill set and expertise. Independent Contractor Agreement with Church Page 1 of 9 E. Contractor will not require the use of Church’s equipment, or supplies in the performance of consulting work under this Agreement unless otherwise mutually agreed. Church will not provide training to Contractor and will not be obligated to furnish materials, or clerical assistance on Church’s premises. F. Contractor agrees that all work performed for Church under this Agreement will be of commercial, professional quality suitable for its intended use. Contractor further agrees to make reasonable revisions and improvements to any and all work products produced under this Agreement upon request of Church, at no additional cost to Church unless otherwise mutually agreed. G. Contractor will not be required to produce or submit formal, written reports under this Agreement except when such reports are a deliverable work product of one or more task orders. Notwithstanding the intent of this clause to relieve Contractor of formal reporting responsibilities, it is understood and mutually agreed that Contractor may, from time to time, provide verbal status or progress information to Church that is consistent with the kinds of information customarily provided by a subcontractor to a general contractor to allow the general contractor to coordinate the efforts of various other subcontractors and vendors as necessary to ensure that the entire project is completed on schedule. h. Work under this Agreement will be either performed on a fixed-price or time and expense basis as set forth in Appendix B of this Agreement. H. Contractor agrees that the cost of travel, lodging, and miscellaneous other related expenses will be included within fixed price task orders unless otherwise mutually agreed. I. Unless otherwise mutually agreed, Contractor is responsible for providing all tools, materials, and equipment required to accomplish the work ordered under this Agreement. J. Contractor will not be compensated or reimbursed for any cost overruns or unforeseen expenses incurred in the prosecution of fixed-price work under this Agreement unless otherwise agreed to in a writing executed by both parties. K. Contractor is obligated contractually by this Agreement to complete the specified work and may not voluntarily or unilaterally terminate work ordered under this Agreement without the express written consent of Church. III. Status. A. Contractor is an independent contractor and not an employee of Church. It is understood and agreed that Contractor may have other customers and that Church does not require or desire the full-time services of Contractor. B. No employer or employee relationship shall exist between Contractor and Church as a result of this Agreement. Church will not control the timing, manner or method of Independent Contractor Agreement with Church Page 2 of 9 Contractor’s performance. Contractor is responsible for determining when various elements of the specified tasks and deliverable work products are to be performed in order to meet the specified quality standards and delivery dates for all work ordered under this Agreement. C. Church will not withhold federal or state taxes from fees paid to Contractor. Similarly, as an independent contractor, Contractor shall not be eligible to participate in any benefit programs of Church including, but not limited to, Worker’s Compensation Insurance, Unemployment Insurance, and Liability Insurance. D. It is mutually understood and agreed that the contractually specified services will be provided by Contractor and that no assignment of the work ordered hereunder may be made by Contractor to a third party without the written authorization of Church. IV. Conflict of Interest and Statutory Compliance. A. Contractor will provide services under this Agreement on a non-exclusive basis. Church recognizes and agrees that Contractor may work on projects and work assignments for other companies, firms, Contractors or business entities during the term of this Agreement provided, however, that such projects and work assignments shall be other than those ordered under this Agreement and that no conflict of interest is thereby created. B. In performance of work under this Agreement, Contractor, and any employees, technical specialists, or subcontractors employed or engaged by Contractor, shall conduct themselves in a professional and ethical manner and in compliance with all applicable laws and government regulations. V. Scope of Service Provided. The general scope of work to be provided under this Agreement is described in Appendix A. VI. Performance. A. Contractor shall abide by delivery terms and dates established in individual task orders or as otherwise mutually agreed to in writing. B. Contractor shall not be held liable for delays or penalties assessed against Church due to Church’s failure to provide information or resources needed for timely completion of work products specified in Appendix A and any task orders subsequently issued under this Agreement. In such cases, Church shall be liable for payment of all Contractor services satisfactorily rendered. C. Church shall be liable for payment of all Contractor services rendered that have met specified performance requirements as determined by Church’s authorized representative after reasonable inspection. VII. Ordering of Work. Independent Contractor Agreement with Church Page 3 of 9 A. Except as provided in Section IX-F below, Church will order all work under this Agreement by issuance of a written task order, a sample of which is incorporated herein as Appendix D. Contractor will undertake no work, nor shall Church be liable for any associated expenses, unless and until Church issues one or more task orders to Contractor. B. As specified in Appendix A, Contractor may provide one or more of a variety of services to Church including but not limited to: construction planning, obtaining governmental permits, selection of subcontractors, construction of projects in accordance with governmental regulations; and other work related to services provided. C. Prior to authorizing performance of work under an individual task order, Church may request, and Contractor agrees to provide, a fixed-price proposal or a time and expenses cost estimate, as applicable. D. Except as provided below, Church will authorize work on one or more written task orders which will be transmitted to Contractor by U.S Mail, Commercial Delivery Service, or electronically in the form of a suitable attachment to an E-Mail message. Contractor will confirm receipt and acceptance of such task orders by E-Mail within two (2) working days of receipt and will return a signed copy of the task order to Church within 10 working days from the date of issue. E. Unless otherwise designated in writing by Church, the only persons authorized to order and approve work under this Agreement are :       . (Names and Titles) F. The parties are mutually agreed that Church may issue, and Contractor may accept, verbal task orders for work requiring eight or fewer man-hours to complete. In the event that Church issues and Contractor accepts such verbal task orders, Contractor will record a brief description of the work to be performed, the name of the Church representative initiating the verbal task order, and the date the work was ordered. Church agrees to compensate Contractor for work performed under such verbal task orders as specified in Section X of this Agreement. G. Unless agreed to in writing by Church, Contractor will not cancel or terminate work under a task order that has been properly executed by both parties. VIII. Consideration and Payment. A. Any work to be performed on a firm-fixed-price (FFP) basis will be fully described in one or more properly executed written task orders setting forth the work to be performed, required delivery dates, and the agreed-to fixed-price compensation. Church and Contractor agree that such FFP task orders, when properly executed by both parties, shall be automatically incorporated into and made a part of this Agreement. B. When uncertainties involved in task order performance do not permit costs to be estimated with sufficient accuracy to use a firm-fixed-price task order, or as a matter of convenience, Church may request that Contractor perform various consulting services on Independent Contractor Agreement with Church Page 4 of 9 a time and expenses (T&E) basis. Services provided on a T&E basis may include but are not limited to: construction planning, obtaining governmental permits, selection of subcontractors, construction of projects in accordance with governmental regulations; and other work related to services provided. Except as provided in Section IX-F of this Agreement, any work to be performed on a T&E basis will be ordered by Church on one or more properly executed written task orders describing the work to be performed and an estimate of the labor and expenses necessary to accomplish the specified work. Church and Contractor agree that such T&E task orders, when properly executed by both parties, shall be automatically incorporated into and made a part of this Agreement. C. In the event that Church orders work not included in any applicable fixed-price task order, such as for services provided on a T&E basis, Church agrees to compensate Contractor for productive work actually performed at the rates set forth in Attachment B, Schedule of Rates and Prices. D. For work ordered by Church that is not included within any applicable fixed-price task order, Church will reimburse Contractor for reasonable and actual non-travel-related expenses incurred by Contractor in performance of work under this Agreement only when such expenses are approved in advance by Church. Exceptions to the requirement for advance approval may be made at the sole discretion of Church. E. Contractor shall not be entitled to reimbursement for travel and related expenses for work in connection with any applicable fixed-price task orders unless specifically authorized by Church in writing. Expenses incurred under the fixed-price task orders are subject to the specific provisions of such task Orders. F. For work ordered under this Agreement on a T&E basis, Contractor will typically be authorized reimbursement for travel and related expenses as indicated below, and in accordance with the policies (attached). Travel expenses to be incurred in connection with T&E work under this Agreement must be approved in advance by Church on an applicable task order and, when so approved, will be reimbursed as indicated. Requests for reimbursement of travel-related expenses must be submitted with accompanying documentation to Church on forms approved by Church. [ ] Meals, in connection with a business meeting, or paid for by others, are not reimbursable. [ ] Round trip travel via personally-owned-vehicle (POV), at the current IRS mileage rate, from Contractor’s place of business to one of Church’s business operations or other location, as necessary to perform services pursuant to this Agreement. G. Contractor shall be solely liable for filing all applicable tax returns and paying all state, federal and local taxes with respect to compensation resulting for Contractor’s performance under this Agreement. Independent Contractor Agreement with Church Page 5 of 9 H. Contractor agrees that labor costs associated with travel time are included in fixed-price and T&E rates invoiced for productive work and that labor costs for travel will not be separately compensated by Church. Contractor further agrees that all general and administrative overhead expenses and profit of Contractor are included in fixed-price and T&E rates, as applicable, and will not be separately compensated by Church. I. Compensation to Contractor for the services rendered, or reimbursement for expenses incurred, will be paid by Church upon receipt of a properly completed invoice describing the services performed pursuant to this Agreement and the release of all claims of material men or subcontractors on the project. Contractor’s invoice shall show fixed price and T&E billing elements separately and shall provide sufficient detail to permit Church to understand and verify the accuracy and propriety of the invoice. Contractor shall attach receipts or other suitable and sufficient documentation for all reimbursable expenses. When completing timesheets, Contractor shall include a thorough and complete description of all work performed. J. Contractor shall submit invoices for work performed on a T&E basis on the first day of each month for work performed the previous month. Unless otherwise mutually agreed in writing, Contractor will submit invoices for any fixed-price work upon notification by the ordering Church representative that the completed work is acceptable and is authorized for invoicing in accordance with the specific terms of any applicable fixed-price task orders. Church agrees to pay Contractor’s approved invoices promptly, in accordance with Church’s standard terms of Net 30 Days. K. The parties recognize that, prior to completion of work under this Agreement, amendments may be issued to a solicitation for which Contractor is performing work on a fixed-priced basis. In such instances, Church and Contractor will discuss the impact of such amendments to determine if such amendments represent a significant change in the labor or production expenses required to complete the work. Contractor agrees to accommodate minor amendments at no additional cost to Church provided that: 1. the impact of any single amendment is estimated to be less than one percent (1% (labor and/or expenses); and 2. that the estimated impact of all amendments does not exceed three percent (3%) of the fixed-price for work on that contract target. In the event that either party believes a change in the agreed-to fixed-price is warranted as a result of amendments, the party shall provide a proposed price adjustment and supporting rationale to the other for consideration. Any price adjustments negotiated between Church and Contractor will be set forth in writing and signed by both parties as an amendment to this Agreement. IX. Limitation of Liability and Indemnification. A. Neither party shall be liable to the other for any indirect, incidental, special or consequential damages, however caused, whether as a consequence of the negligence of Independent Contractor Agreement with Church Page 6 of 9 the one party or otherwise, except as specified in Paragraph V and Appendix A of this Agreement. B. Contractor shall indemnify and hold Church harmless from any and all claims, demands, rights, judgments, actions, charges, or causes of action arising out of or related in any way to acts or omissions of Contractor (or any person acting on Contractor’s behalf) in connection with the provisions of services pursuant to this Agreement. Contractor shall maintain a policy of comprehensive general liability insurance in force at all times during the term of this Agreement; that policy shall provide protection in an amount not less than $1,000,000 and shall name Church as an additional insured. Upon request, Contractor shall provide a copy of such insurance policy or certificate of insurance satisfactory to Church. C. Church accepts no responsibility or liability for any of Contractor’s equipment or software used in performance of work under this Agreement. Access to Church’s computer network for the purpose of retrieving and storing electronic files requires Church’s approval and will be limited to only those files necessary for performance of work under this Agreement. D. Church shall not be responsible for unauthorized acts or omissions of Contractor in violation of Government statutes or regulations, and Contractor shall save and hold harmless Church against any loss or liability arising from such unauthorized acts or omissions under this Agreement. X. Termination. A. This Agreement, except for Sections 4, 5, and 6, shall expire one year from the date of this Agreement unless terminated earlier by one of the following events: 1. Termination by mutual consent. 2. Upon written notice by one party if the other party petitions for bankruptcy or reorganization under bankruptcy laws, or makes an assignment for the benefit of creditors. iii. Immediately upon written notice by either party to the other for other valid compelling reason to terminate the Agreement, e.g. debarment, suspension, or criminal investigation of a party; change in legal status due to merger or sale of one of the entities; grossly unsatisfactory performance by Contractor; non-payment by Church for services rendered by Contractor; material breach of this Agreement; etc. 4. Upon 30 days written notice by either party to the other. XI. 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. Independent Contractor Agreement with Church Page 7 of 9 XII. 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. XIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XIV. 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. XV. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XVI. 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. XVII. 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. XVIII. 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. XIX. 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.             (Name of Contractor) (Name of Church) By:___________________________ By:_____________________________ (Signature of Officer) (Signature of Officer)             Independent Contractor Agreement with Church Page 8 of 9 (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Independent Contractor Agreement with Church Page 9 of 9