INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement |
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BRIDGEPOINT EDUCATION INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ("Agreement") is made as of November 29, 2006 (the "Effective Date"), by and between Bridgepoint Education, Inc. (the "Company") and Robert Hartman ("Contractor") (collectively the "Parties"). The Parties agree as follows: 1. Term of Agreement. The Company hereby engages Contractor to provide consulting services to the Company for the period commencing on the Effective Date (the "Commencement Date"), and ending as hereinafter provided in Section 4 (the "Term"). Contractor's services to the Company, and the Company's and Contractor's obligations to each other, shall terminate simultaneously with the termination of this Agreement. 2. Services. During the Term, Contractor shall render such services as the Company may from time to time request of Contractor related to operational and strategic planning for the Company based on Contractor's experience in the for-profit educational industry. Contractor is engaged to put forth Contractor's best efforts using Contractor's skills, experience and knowledge to the best of Contractor's professional ability. Contractor will dedicate an average of 10-20 hours per month to performing consulting services for the Company. Contractor will complete projects assigned by the Company within the time designated. Contractor shall give prompt notice to the Company whenever Contractor becomes aware of any inability to promptly perform services under this Agreement. 3. Compensation. During the Term, the Company shall pay directly to Contractor, a fee equivalent to $20,000 per year (the "Fee"). The Fee shall be payable to Contractor in the amount of $10,000 bi-annually beginning on December 31, 2006. For any year in which Contractor works only a portion of the year, the Company shall pay Contractor a pro-rata amount of the Fee. 4. Term. The Term shall commence on the Commencement Date and shall continue during the period ending on the one (1) year anniversary of the Commencement Date. Thereafter, the Term shall be extended automatically without further action by either party by one (1) additional year, first on the first anniversary of the Commencement Date, and on each succeeding anniversary thereafter, unless, not later than sixty (60) days prior to the end of the Term (including any extension thereof), either the Company or the Contractor shall have notified the other in writing of its intention not to renew this Agreement. 5. Termination. This Agreement may be terminated in one of the following two ways. In the event of termination, the Company shall pay Contractor all fees earned through the date of termination. Contractor and the Company agree that once this payment has been made, the Company shall have no further liabilities whatsoever to Contractor. (a) Without Cause. This Agreement may be terminated by either Party without cause upon sixty (60) days prior written notice to the other Party. (b) Cause. The Company may terminate this Agreement without notice at any time for Cause. In this Agreement, the term "Cause" means: (A) the commission of an act or omission which would constitute a felony; (B) negligence or malfeasance; (C) breach of fiduciary duties to Company, (D) neglect of duties or (E) any other action or omission which could reasonably be expected to adversely affect the Company's business, financial condition, prospect or reputation or the Contractor's performance of his duties. 6. Independent Contractor. 6.1 No Employment Relationship. Contractor, in performance of services under this Agreement, is acting as an independent contractor, and will not be considered an employee of the 1 Company for any purpose. It is not the Parties' intent, and nothing herein shall be construed, to create between Contractor and the Company the relationship of employer/employee, partners or joint venturers. Contractor is engaged in an independent business separate and apart from the Company and as such has the right to control the manner, method and means by which Contractor's work is performed. The Company shall not have the right to, nor shall the Company in fact, control the manner, method or means by which Contractor provides Contractor's services. The Company only has the right to control Contractor as to the identification of services and results desired. 6.2 No Employment Benefits. Contractor understands and agrees that Contractor is not an employee and is not entitled to receive any of the Company's employee benefits. The Company is not responsible for payment of workers' compensation, disability or other similar benefits, unemployment or other insurance, or for withholding income or other similar taxes or Social Security tax for Contractor, but such responsibility shall be solely that of Contractor. Contractor will obtain and maintain all permits and business licenses it needs to perform services under this Agreement, and will be responsible for all payroll and other taxes and assessments for Contractor. 7. Expenses. Contractor shall be fully responsible to pay all expenses and disbursements that Contractor incurs in the performance of any services covered by this Agreement except reasonable travel expenses. The Company shall reimburse reasonable travel related expenses if Contractor receives approval from the Chief Executive Officer. 8. Nondisclosure of Confidential Information. Contractor will hold in complete confidence and not disclose, produce, publish, permit access to, or reveal any information and material which is proprietary to Company, whether or not marked as "confidential" or "proprietary" and which is disclosed to or obtained by Contractor, which relates to Company's business activities ("Confidential Information"). "Confidential Information" shall not include information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of Contractor or any of its agents or employees. 8.1 Contractor will not alter, modify, disassemble, reverse engineer, decompile, disseminate or distribute any materials containing or constituting Confidential Information without the express prior written consent of the Company, and will return all Confidential Information, together with any copies thereof, promptly after the purposes for which they were furnished have been accomplished, or upon the request of Company. Additionally, upon request of Company, Contractor will return or destroy materials prepared by Contractor that contain Confidential Information. 8.2 Contractor shall take all reasonable measures necessary to protect the confidentiality of the Confidential Information and to avoid disclosure or use of the Confidential Information, except as permitted herein, including the highest degree of care that Contractor ut |
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