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INDEPENDENT CONTRACTOR AGREEMENT

Independent Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT | Document Parties: GoFish Corporation You are currently viewing:
This Independent Contractor Agreement involves

GoFish Corporation

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Title: INDEPENDENT CONTRACTOR AGREEMENT
Date: 6/9/2008
Industry: Computer Services     Sector: Technology

INDEPENDENT CONTRACTOR AGREEMENT, Parties: gofish corporation
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INDEPENDENT CONTRACTOR AGREEMENT
 
This Agreement is entered into on June 4, 2008 (the “Effective Date”) by and between Michael Downing (“Contractor”) and GoFish Corporation, a Nevada corporation (“Company”) (collectively, the “Parties”).
 
1.    CONTRACTOR’S SERVICES
 
(a)    Contractor agrees to perform such services (“Services”) as may reasonably be requested in writing by the Company, not to exceed twenty hours per month.
 
(b)    Contractor may, at Contractor’s own expense, use employees or other subcontractors to perform the Services under this Agreement.
 
2.    COMPENSATION  
 
Company agrees to pay Contractor one hundred twenty thousand dollars ($120,000) (the “Fee”) for the Services, payable in monthly installments of ten thousand dollars ($10,000) , via wire transfer on the dates set forth in Schedule A.
 
In addition, the Company will grant Contractor an option (the “Option”) to purchase three hundred thousand shares of the Company’s common stock, par value $0.001, (the “Common Stock”) with an exercise price equal to the closing price of the Common Stock on the date the Company’s board of directors approves the Option.
 
3.    EXPENSES
 
Company agrees to reimburse Contractor for all itemized   expenses reasonably incurred and previously approved in the performance of the Services upon production of supporting receipts and documentation.
 
4.    TERM OF AGREEMENT
 
(a)    The term of this Agreement will begin on the Effective Date and end after one year.
 
(b)    If this Agreement is terminated prior to the end of the term of this Agreement by the Company for any reason, Contractor shall be entitled to immediate payment of the entire unpaid portion of the Fee. Thereafter, Company shall owe Contractor no further amounts or obligations.
 
5.    DEFAULT
 
(a)    If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the nonbreaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective immediately on receipt of the written notification by the breaching party, or five days after mailing of the notice to the address set forth in the notice provisions below, whichever occurs first.
 
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(b)    This Agreement terminates automatically on the occurrence of any of the following events: (i) Appointment of a receiver, liquidator, or trustee for either Party by decree of competent authority in connection with any adjudication or determination by such authority that either Party is bankrupt or insolvent; (ii) the filing by either Party of a petition in voluntary bankruptcy, the making of an assignment for the benefit of its creditors, or the entering into of a composition with its creditors.
 
6.    NOTICES
 
(a)    Any notice under this Agreement must be in writing and shall be effective upon delivery by hand, by facsimile or one business day after delivery through a nationally recognized courier service addressed to Company or to Contractor at the corresponding address below. Contractor shall be obligated to notify Company in writing of any change in Contractor’s address. Notice of change of address shall be effective only when done in accordance with this Paragraph.
 
Company’s Notice Address:
 
706 Mission St., 10 th Floor
San Francisco, CA 94103
415-978-3020
 
Contractor’s Notice Address:
 
Michael Downing
[ADDRESS OMITTED]
 
7.    RELATIONSHIP OF THE PARTIES
 
(a)    Contractor enters into this agreement as, and shall continue to be, an independent contractor. In no circumstance shall Contractor look to Company as Contractor’s employer, partner, agent, or principal. Neither Contractor nor any employee of Contractor (which for purposes of this Paragraph shall be included in the term “Contractor”) shall be entitled to any benefits accorded to Company’s employees, including workers’ compensation, disability insurance, retirement plans, or vacation or sick pay. Contractor’s exclusion from benefit programs maintained by Company is a material component of the terms of compensation negotiated by the Parties, and is not premised on Contractor’s status as a non-employee with respect to Company. To the extent that Contractor may become eligible for any benefit programs maintained by Company (regardless of the timing of or reason for eligibility), Contractor hereby waives Contractor’s right to participate in the programs. Contractor’s waiver is not conditioned on any representation or assumption concerning Contractor’s status under the common law test. Contractor also agrees that, consistent with Contractor’s independent contractor status, Contractor will not apply for any government-sponsored benefits that are intended to apply to employees, including, but not limited to, unemployment benefits.
 
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(b)    Contractor shall be responsible for providing, at Contractor’s expense and in Contractor’s name, disability, workers’ compensation, or other insurance as well as licenses and permits usual or necessary for performing the Services. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation, including estimated taxes and payroll taxes, and shall provide Company with proof of payment on demand. Contractor indemnifies Company for any claims, losses, costs, fees, liabilities, damages, or injuries suffered by Company arising from Contractor’s breach of the provisions of this Paragraph 7.
 
(c)    Contractor and Company shall provide to each other upon request any information reasonably necessary to determine their obligations under this Agreement, to fulfill the purposes of the Services, or to maintain accurate records.
 
8.    PLACE OF WORK
 
Contractor is generally free to perform Contractor’s Services at a location of Contractor’s choosing. Contractor understands that the Services must coordinate with Company’s established protocols and security requirements.
 
9.    CONTRACTOR’S REPRESENTATIONS AND INDEMNITIES
 
(a)    Contractor represents that Contractor has the qualifications and ability to perform the Services in a professional manner, without the advice, control, or supervision of Company. Contractor shall be solely responsible for the professional performance of the Services and shall require no assistance, direction, or control from Company. Contractor shall have sole discretion and control of Contractor’s services and the manner in which they are to be performed.
 
(b)    Contractor shall and does hereby indemnify, defend, and hold harmless Company, and Company’s officers, directors, employees and shareholders, from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalti

 
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