Assemble Technologies, Inc. (“Assemble”) believes that the Contractor (based on the Contractor’s statements and portfolio) has the necessary qualifications, experience, and abilities to provide the necessary services to complete the work (“Work Assignment” or “Services”) to be conducted for Assemble on behalf of Assemble customer (“Customer”).
Contractor believes they have the necessary qualifications, experience, and abilities to complete the Work Assignment (described below) and is agreeable to providing such Services to Assemble on the terms and conditions set out in this Independent Contractor Agreement (“Agreement”).
Contractor understands that they will work on a team (“Flash TeamTM”) made up of one or more skilled Contractors (“Experts”) that is managed by an experienced project manager (“Project Manager”) who may also be a Contractor. A Work Assignment may encompass either or both roles for the Contractor.
IN CONSIDERATION of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Assemble and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
II. Summary of Services To Be Provided
Assemble hereby agrees to engage the Contractor in the Work Assignment to fulfill a portion, or all, of their Customer’s work order or deliverables (“Work Order” or “Deliverables”):
The Services will also include any other tasks which the Parties may agree on while they are working on the Work Assignment. The Contractor hereby agrees to provide such Services to Assemble.
III. Term of Agreement
The term of this Agreement (“Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement. The Term of each Work Assignment for a Contractor will be short in nature (measured in hours or days, not months or years) and should be doable as a part-time effort.
Except as otherwise provided in this Agreement, the obligations of the Contractor related to this Work Assignment will end upon the termination of this Agreement.
This Agreement may be terminated at any time by mutual agreement of the Parties. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days’ written notice to the other Party.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. The Parties also understand that they will be evaluated by the Customer and each other at the end of the Work Assignment (“Rating”).
Assemble agrees to pay the Contractor for the Services. See “Compensation” outlined in the Work Assignment.
Except as otherwise provided in this Agreement, all monetary amounts (and the payment) referred to in this Agreement are in USD (US Dollars).
Unless otherwise specified, Assemble will pay for Services rendered by the Contractor within ten (10) business days of the Work Assignment being completed (“Completion”). Completion will be defined as when the Customer approves the results of the Work Order and/or Deliverables related to this Work Assignment.
No invoice will be required to be submitted by the Contractor. Payment will typically be made through UpWork.com or via Automated Clearing House (“ACH”) directly to the bank account provided by the Contractor.
In the event that this Agreement is terminated by Assemble prior to Completion of the Work Assignment but where the Services have been partially performed, the Contractor will be entitled to a pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor, and the Contractor provides Assemble with the work that has been completed to that point.
The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement unless agreed to in advance in writing by an Assemble manager.
Confidential information (“Confidential Information”) refers to any data or information relating to Assemble, its Customer, the Work Order related to this Work Assignment, this Work Assignment or related Deliverables or Services, whether business or personal, which would reasonably be considered to be private or proprietary to Assemble or its Customer and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to Assemble or its Customer.
Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by Assemble, the Customer, or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
X. Ownership of Intellectual Property
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (“Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of Assemble and/or the Customer. The use of the Intellectual Property by Assemble (or the Customer) will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than in the Work Assignment or Services provided for in this Agreement except with the written consent of Assemble. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Contractor will not use any Assemble or third party pre‐existing Intellectual Property in connection with the Work Assignment unless Assemble or the Contractor has the right to use it for Customer’s benefit. If Contractor and/or Assemble is not the owner of such pre‐existing Intellectual Property, Contractor will not use the Intellectual Property unless the Contractor and/or Assemble first acquires from the owner any rights as are necessary to enable the Contractor and Assemble to legally complete the Work Assignment or Work Order.
Subject to Assemble, Customer and third party rights in pre‐existing Intellectual Property, all Deliverables, whether complete or in progress, and Intellectual Property Rights related thereto shall belong to Customer, and Assemble and Contractor must assign such rights to Customer. For instance, Contractor agrees that Customer will own copyrights covering the Deliverables and will have full rights to use the Deliverables.
Except for the limited license to use materials provided by Customer as may be necessary in order for Assemble or Contractor to perform Services for this Work Assignment, Contractor understands that it is granted no right, title, or interest in any Customer Intellectual Property.
XI. Return of Property
Upon Completion of the Work Assignment or Services, or in the event that there is a premature termination of this Agreement, the Contractor will return to Assemble any property, documentation, records, or Confidential Information which is the property of the Assemble or the Customer.
XII. An Independent Contractor is NOT an Employee
In providing the Services under this Agreement, it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee of Assemble or the Customer. The Contractor and Assemble acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. Assemble is not required to (and will not) pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
Assemble Technologies, Inc.
342 Market Avenue SW #2
Grand Rapids, MI 49503
See Contractor contact Information displayed on the Work Assignment or in the Contractor’s Profile.
Or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, (c) the following day after being deposited with an overnight courier, (d) upon receipt of an electronic message.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
XV. Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed or electronically acknowledged by each Party or an authorized representative of each Party.
XVI. Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of Assemble. Assemble may assign or transfer this TOS, in whole or in part, without restriction.
XVIII. Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
XXII. Dispute Resolution
- Negotiation:The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract.
- Mediation/Arbitration:If good faith negotiation fails to resolve the dispute, either Party may initiate mediation or binding arbitration in a forum mutually agreed to by the Parties.
- Litigation:If litigation is necessary, this Contract will be interpreted based on the laws of the State of Delaware, regardless of any conflict of law issues that may arise. The Parties agree that the dispute will be resolved at a court of competent jurisdiction in the agreed upon State.
- Attorney’s Fees: The prevailing party will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by binding arbitration or litigation.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
XXV. Acknowledgement and Approvals
The Parties acknowledge and accept the terms in this Agreement by offering or accepting the Work Assignment.