IC Agreement

Independent Contractor Agreement

This INDEPENDENT CONTRACTOR Agreement is entered into between Partners In Communication LLC (hereinafter referred to as PARTNERS) and (hereinafter referred to as INDEPENDENT CONTRACTOR) and is effective on the date it is signed by the last signatory.

RECITALS

PARTNERS wants to use this Agreement to specify the work PARTNERS may offer the INDEPENDENT CONTRACTOR and how the INDEPENDENT CONTRACTOR is compensated for any work the INDEPENDENT CONTRACTOR completes.

The work PARTNERS offers to the INDEPENDENT CONTRACTOR may give the INDEPENDENT CONTRACTOR access to sensitive, confidential information. PARTNERS also owns certain confidential information crucial to its business, including trade secrets and all other data not known to the public about PARTNERS’ business, including, but not limited to, Partners’ bids, contracts, forms, and electronically stored data. Through the expenditure of considerable effort and resources, Partners has developed relationships with its clients and owns or has access to trade secret information about its clients, including their identities, contact people, needs, and records.

Confidentiality Obligations: The INDEPENDENT CONTRACTOR will comply with all confidentiality obligations in the RID Code of Professional Conduct and other applicable laws or regulations, including all such obligations to clients, other parties to or witnesses in lawsuits or administrative proceedings, and all others for whom the INDEPENDENT CONTRACTOR performs services under this Agreement. The INDEPENDENT CONTRACTOR will not use or disclose information from assignments other than as expressly permitted by PARTNERS or required by law. The INDEPENDENT CONTRACTOR will use appropriate safeguards to prevent any other use or disclosure of Confidential Information.

AGREEMENTS

Independent Contractor Status: INDEPENDENT CONTRACTOR shall be an INDEPENDENT CONTRACTOR and not an employee of PARTNERS. INDEPENDENT CONTRACTOR and PARTNERS each understand and agree that INDEPENDENT CONTRACTOR’s relationship with PARTNERS is as an INDEPENDENT CONTRACTOR. Nothing in this Agreement is intended or should be construed to create an employment relationship, and INDEPENDENT CONTRACTOR will not cause anyone to believe otherwise.

Taxes – No Withholdings: INDEPENDENT CONTRACTOR is not entitled to any benefits from PARTNERS including, but not limited to, any employer withholdings or liability for: taxes, FICA, Medicare or Medicaid, medical or disability insurance, vacation or sick pay, pension, unemployment insurance, or workers’ compensation insurance. PARTNERS’ shall not withhold or set aside state or federal income tax, FICA taxes, unemployment insurance, disability insurance, or any other federal or state taxes or payments whatsoever. The INDEPENDENT CONTRACTOR is solely responsible for all state and federal income taxes, unemployment insurance, and social security taxes and is obligated to pay state and federal income tax on all moneys paid by PARTNERS. IRS regulations require PARTNERS to report all payments made to INDEPENDENT CONTRACTOR. It shall be the sole responsibility of INDEPENDENT CONTRACTOR to account for all of the above, and INDEPENDENT CONTRACTOR agrees to hold PARTNERS harmless for all liability for these taxes.

Insurance: INDEPENDENT CONTRACTOR shall be solely responsible for carrying workers’ compensation insurance, professional liability insurance, and auto insurance. PARTNERS will not include the INDEPENDENT CONTRACTOR as an insured under any policy PARTNERS has for itself, including, without limitation, any liability, life, collision, comprehensive, health, medical, workers’ compensation or unemployment compensation insurance policy.

Business Licenses and Permits: It shall be the sole responsibility of the INDEPENDENT CONTRACTOR to maintain a business license, liability insurance, and other permits to conduct business under this Agreement.

Qualifications: The INDEPENDENT CONTRACTOR will be fully qualified and at the INDEPENDENT CONTRACTOR’s sole expense, will have and maintain all licenses, permits, certificates, training, CEUs, screenings and background checks and registrations needed to perform the INDEPENDENT CONTRACTOR ‘s duties under this Agreement.

Background clearance and Screening Requirments: INDEPENDENT CONTRACTORS may need to undergo and pay for specified background checks before they are eligible to accept work assignments. Certain customers have specific pass-through requirements that necessitate this. These requirements are unique to jobs with these particular customers and are not universally applicable to all Partners’ assignments.

Force Majeure: Notwithstanding anything to the contrary contained herein, the company will not have any liability for not performing, or a delay in the performance of, any act, duty, obligation, or responsibility by reason of any occurrence beyond the reasonable control of the Rights Agent (including, without limitation, any act or provision of any present or future law or regulation or government authority, any act of God, pandemic, epidemic, war, civil or military disobedience or disorder, riot, terrorism, fire, earthquake, storm, flood, strike, work stoppage or similar occurrence).

Work Offers: PARTNERS, in its sole discretion, offers interpreting assignments to the INDEPENDENT CONTRACTOR. To the extent possible, any such offer will specify the date, time, and place the assignment is to start, the client’s name, and any other information about the assignment known to PARTNERS that it reasonably determines to share with the INDEPENDENT CONTRACTOR. The INDEPENDENT CONTRACTOR may accept or decline any offered assignment in the INDEPENDENT CONTRACTOR’s sole discretion. If the INDEPENDENT CONTRACTOR accepts an offered assignment, then this Agreement will control our respective rights and obligations concerning that assignment. The INDEPENDENT CONTRACTOR will provide PARTNERS with the following services consistent with the RID Code of Professional Conduct and generally accepted industry standards for sign language interpreters’ services, the INDEPENDENT CONTRACTOR will:

For each assignment that the INDEPENDENT CONTRACTOR accepts and receives final confirmation*, the INDEPENDENT CONTRACTOR will appear for the assignment sufficiently ahead of the time to meet the client and otherwise to prepare to begin interpreting. If, for any reason, the INDEPENDENT CONTRACTOR is unable to perform an accepted assignment, the INDEPENDENT CONTRACTOR will give PARTNERS as much advance notice as possible so they can offer the assignment to another INDEPENDENT CONTRACTOR. (*Some sessions may be confirmed “contingent” upon further action needed. A contingent confirmation is not considered final until the contingency has been resolved.)
Use the INDEPENDENT CONTRACTOR’s discretion, professionalism, and judgment in producing the highest quality interpretations of which the INDEPENDENT CONTRACTOR is capable. The INDEPENDENT CONTRACTOR, not PARTNERS, is solely responsible for the quality and content of the interpretations.
Keep information and records of any communications the INDEPENDENT CONTRACTOR interprets confidential in accordance with the RID Code of Professional Conduct, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and any other applicable laws, regulation or privilege.
Provide PARTNERS with current contact information (phone numbers, email addresses, and business addresses), and other information or records PARTNERS requests in its sole discretion so it can locate INDEPENDENT CONTRACTOR to offer interpreting assignments, verify information about past assignments the INDEPENDENT CONTRACTOR performed, and have current records for payment, tax reporting, and business purposes. Please note, when asked and if needed for people in an assignment to contact you, we will share your contact information with your team, the customer, and the client unless you ask us not to; then, in that case, we will ask you each time there is a need.

Agreement to Perform Services, PARTNERS will NOT:

Require the INDEPENDENT CONTRACTOR to work exclusively for PARTNERS.
Establish a quality standard for the INDEPENDENT CONTRACTOR, oversee the actual work or instruct/supervise the INDEPENDENT CONTRACTOR as to how the work is to be performed. INDEPENDENT CONTRACTOR’s services will be consistent with generally accepted industry standards.
Pay the INDEPENDENT CONTRACTOR a fixed salary, but instead pay only by the assignment accepted and completed.
Utilize the INDEPENDENT CONTRACTOR’s current services if the INDEPENDENT CONTRACTOR violates the terms of this Agreement or fails to produce a result that meets the specifications of this Agreement.
Provide any training for the INDEPENDENT CONTRACTOR.
Provide tools, equipment, or supplies to the INDEPENDENT CONTRACTOR to perform the work.
Dictate the time of performance, except that interpreting must be performed according to customers’ requirements for all assignments the INDEPENDENT CONTRACTOR accepts from PARTNERS.
Combine its business operations in any way with the INDEPENDENT CONTRACTOR’s business, but, instead, both PARTNERS and INDEPENDENT CONTRACTOR will maintain their operations as separate and distinct.

Invoices and Payment: Partners In Communication LLC will pay the INDEPENDENT CONTRACTOR according to the standard rates agreed upon (in Addendum) between the INDEPENDENT CONTRACTOR and PARTNERS when the assignment is offered and accepted. INDEPENDENT CONTRACTOR can submit one comprehensive invoice on a weekly basis for all services performed under this Agreement. All approved reimbursement requests, including those for mileage, parking, and tolls, must be entered into Gridcheck by Saturday night of the week in which the session occurred. For your convenience, invoices can be submitted via gridcheck.com. Payments will be electronically deposited by direct deposited on or by the 30th day after invoices are submitted.

The INDEPENDENT CONTRACTOR can bill for assignments canceled with less than 48 hours’ notice, unless agreed upon otherwise at the time of finalizing confirmation of the assignment. Client no-shows are considered late cancellations.

The INDEPENDENT CONTRACTOR may not charge if the INDEPENDENT CONTRACTOR fails to perform an assignment by being late or is prevented from completing an assignment due to traffic, weather, or other cause.

Independent Contractor and Rates: PARTNERS will negotiate rates with INDEPENDENT CONTRACTORS to conform with its operating hours, which span 24 hours a day. Daytime hours begin at 7 am and end at 5 pm. Any changes of INDEPENDENT CONTRACTOR hourly rates will require a notice period of 30 days before taking effect.

Termination: This Agreement can be terminated by either party at will. PARTNERS may terminate this Agreement immediately and without prior written notice to the INDEPENDENT CONTRACTOR if any of the following occurs:

If the INDEPENDENT CONTRACTOR breaches any provision of this Agreement or fails to comply with the National Registry of Interpreters of the Deaf (RID) Code of Professional Conduct.
If the INDEPENDENT CONTRACTOR commits an act of fraud, dishonesty, or any other act of negligent, reckless, or willful misconduct in providing services to PARTNERS or its Clients.
INDEPENDENT CONTRACTOR or PARTNERS fails to perform any of its obligations under this Agreement, and either party may terminate this Agreement. In such event, INDEPENDENT CONTRACTOR shall be entitled to receive payment for all services satisfactorily rendered to such date.
INDEPENDENT CONTRACTOR violates the terms of this Agreement or fails to produce a result that meets the specifications of this Agreement.

Choice of Law: The laws of the state of California shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

Arbitration: Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in California in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.

Headings: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

Notices: All notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing.

Modification or Amendment: No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

Indemnification: INDEPENDENT CONTRACTOR agrees to defend, indemnify and hold harmless PARTNERS, its officers, agents, and employees from any and all damages, liabilities, losses, or expenses (including attorneys’ fees, costs, and expenses of litigation) claims, lawsuits, judgments, obligations due to personal injury or property damage, or both, including, but not limited to, any and all claims, demands, causes of action, or wages arising from any act, error, or omission of INDEPENDENT CONTRACTOR or any agent of the INDEPENDENT CONTRACTOR, and provided that under no circumstances shall PARTNERS be responsible for any negligence of INDEPENDENT CONTRACTOR.

Entire Understanding: This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

Unenforceability of Provisions: If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

As an INDEPENDENT CONTRACTOR working with Partners In Communication LLC, I have read and understand the INDEPENDENT CONTRACTOR Agreement, and the information I have submitted is correct. The parties hereto agree that digital signatures shall be as effective as if originals.