INDEPENDENT CONTRACTOR
AGREEMENT
Sole Proprietor
This Independent
Contractor Agreement made and entered into as of the 14th day of
December 14, 2005 by and between Joseph S. Hardin, Jr. of 820
Picacho Lane, Santa Barbara, CA 93108 (“Contractor”)
and American Greetings Corporation located at One American Road,
Cleveland, OH 44144 (“AG”).
Whereas AG desires
to engage Contractor to provide certain strategy and general
management consulting services to AG on the terms and conditions
stated herein; and
Whereas Contractor
desires to provide such services.
Now, therefore,
the parties covenant and agree as follows:
The term of this
Agreement shall be for the period beginning on the date hereof,
until terminated by either party by written notice. In the event of
termination, the parties shall, within two (2) working days
following notice of such termination, prepare a plan for turnover
to AG of all documentation, information, data, results, and notes
regarding Contractor’s work to date. In the event of
termination by AG, Contractor shall cease working as of the date
outlined in the termination notice. Contractor shall be paid for
the work up until and including said termination date.
2.
Representations and Warranties.
a.) Contractor
represents and warrants that he (or she as the case may be) is
(i) a sole proprietor; (ii) self-employed and does not
carry any employees; and (iii) is not required to maintain
workers’ compensation insurance under applicable
law.
b.) Contractor
represents and warrants that the services provided under this
agreement will be performed in a professional and workmanlike
manner in accordance with applicable professional standards.
Contractor shall observe the working hours, rules, and policies of
AG.
c.) Contractor
represents and warrants to AG that Contractor can and will perform
all services independent of any confidential information or
proprietary or intellectual property rights of, from, or belonging
to third parties. Contractor shall ensure that the services, work
product, and deliverables in connection therewith will not infringe
upon the proprietary or intellectual property rights of any third
party.
3.
Independent Contractor/Non-compete.
a.) Contractor
agrees that any work performed hereunder is performed as an
independent contractor. Contractor shall not be considered an
employee for any purpose nor be eligible for any employee benefits
including workers’compensation coverage. Contractor shall be
responsible for the payment of all taxes due with respect to the
amounts paid hereunder (and AG may issue Contractor an IRS 1099
form regarding the same). Contractor is responsible for maintaining
his own benefits and insurance and hereby releases AG from any
claims that he may have in connection with or related to his
failure to do so including but not limited to any workers’
compensation-type claim.
b.) During the
term of this agreement, and for a period of one (1) year
thereafter, Contractor, shall not, without the prior written
consent of AG, provide services that are similar to
services
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