Fill and Sign the Independent Contractor Tree Surgeon Agreement Form

- 1 – INDEPENDENT CONTRACTOR TREE SURGEON AGREEMENT THIS AGREEMENT made and entered into on the date last written below, by and betwee n   (hereinafter "Employer"), and , an independent contractor (hereinafter "Arborist"); WHEREAS, the Employer desires to retain the services of Arborist, and Arborist 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 Arborist, at will, for a term commencing on , 20 and continuing until terminated in accordance with Section 4 of this agreement. 1.2 Duties . Arborist 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 atte ntion (reasonable periods of illness excepted) to the performance of the duties specified in t his agreement. Arborist's duties shall include the following: Arborist further agrees that in all aspects of such work, Arborist 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 abi lity, and in the best interest of the Employer. SECTION 2 – CONFIDENTIALITY 2.1 Confidentiality . Arborist acknowledges and agrees that all financial and accounting records, lists of property owned by Employer, including amounts paid therefore, client and customer lists, and other Employer data and information related to its business (hereinafter collectively "Confidential Information") are valuable assets of the Empl oyer. Except for disclosures required to be made to advance the business of the Employer and information which is a matter of public record, Arborist shall not, during the term of thi s - 2 – Agreement or after the termination of this Agreement, disclose any Confidential Information to any person or use any Confidential Information for the benefit of Arborist 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 Arborist. Arborist 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, will 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 Arborist on a non-confidential basis, provided that the source of such information was not known by Arborist (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 Arborist or any of Arborist’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 Arborist is subject and that have the legal right to inspect the files that contain the Confidential Information, and Arborist will advise Employe r promptly upon such disclosure. 2.2 Return of Documents . Arborist 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 returned to the Employe r upon the termination of this Agreement or upon the written request of the Employer. - 3 – 2.3 No Release. Arborist agrees that the termination of this Agreement shall not release Arborist 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 Arborist 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. Arborist shall be solely responsible for reporting and paying any such taxes. The Employer shall not provide Arborist with any coverage or participation in the Employer's accident and health insurance, life insurance, disability income insurance, medic al 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. Arborist may terminate this Agree ment upon days written notice to Employer. This Agreement also may be terminate d at any time upon the mutual written agreement of the Employer and Arborist. SECTION 5 - INDEPENDENT CONTRACTOR STATUS 5.1 Arborist acknowledges that he/she is an independent contractor and is not an agent, partner, joint venturer nor employee of Employer. Arborist shall have no authority to bind or otherwise obligate Employer in any manner nor shall Arborist represent to anyone that it has a right to do so. Arborist further agrees that in the event that the Employer suffers any loss or damage as a result of a violation of this provision Arborist shall indemnify and hold harmless the Employer from any such loss or damage. 5.2 Assignment. The Arborist 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 OF WARRANTIES OF ARBORIST 6.1 Arborist represents and warrants to the Employer that there is no employment contract or other contractual obligation to which Arborist is subject that prevents Arborist from - 4 – entering into this Agreement or from performing fully Arborist's duties under this Agreement. 6.2 Arborist 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 - INSURANCE . Arborist shall obtain and maintain in force, at its own expense, throughout the performance of his/her/its obligations under this Agreement, insurance coverage against claims, regardless of when asserted, that may arise out of, or result from, Arborist's operations in connection with the services or duties described above. This insurance shall include the following coverage(s) that is(are) checked below: Comprehensive General Liability Arborist agrees to maintain a policy of insurance in the minimum amount of $ , including broad form contractual liability and personal injury endorsements, providing coverage against liability for bodily injury, death, and property damages for any negligent acts committed by Arborist or his employees or agents during the performance of any duties under this Agreement. Arborist further agrees to hold Employer free and harmless from any and all claims arising from any such negligent act or omission. Workers Compensation and Employer's Liability (if required by state law). Arborist agrees to provide worker's compensation insurance for Arborist's employees and agents and agrees to hold harmless and indemnify Employer for any and all claims arising out of any injury, disability, or death of any of Arborist's employees or agents. Comprehensive Automobile Liability for bodily injury and property damage (covering owned and non-owned vehicles). Other Insurance Requirements : ________________________________. SECTION 8 - MISCELLANEOUS PROVISIONS 8.1The 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 Arborist or Employer an obligation after termination or expiration of this Agreement shall survive termination or expiration hereof and be binding upon Arborist or Employer. 8.2 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 - 5 – continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 8.3 This Agreement shall be governed by and shall be construed in accordance with the laws of the State of . 8.4This 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. 8.5 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 provision 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 ___________________________ ARBORIST