INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement |
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Exhibit 10.48
INDEPENDENT CONTRACTOR
AGREEMENT
This
Independent Contractor Agreement (“Agreement”) is entered into as
of June 1, 2005, by and between RedEnvelope, Inc. (hereinafter the
“Client”), located in San Francisco, California, and John
Roberts (hereinafter the “Consultant”), an independent
consultant having a principal place of business in San Francisco, California.
This
Agreement is intended to set forth the terms of the relationship between Client
and Consultant. Client enters into this Agreement because it desires the
performance of Consultant’s professional services, as described herein.
Accordingly,
Client and Consultant jointly agree to the following terms and conditions:
1. Term
Of Contract.
This
Agreement will become effective on June 1, 2005, and will continue
in effect for 60 days, unless terminated previously by either party
as set forth herein.
2. Independent
Contractor Status.
Consultant
warrants and affirms that his/her business is independent and that he/she
markets his/her professional services to others, except to the extent necessary
to avoid a conflict of interest.
It is
the express intent of the parties that Consultant is an independent contractor,
and not an employee, agent, representative, joint venturer or partner of the
Client. Nothing in this Agreement shall be interpreted or construed as creating
or establishing the relationship of employer and employee between the Client
and Consultant or any employee or agent of Consultant.
Both
parties acknowledge that Consultant is not an employee for state or federal tax
purposes or for purposes of unemployment insurance or other requirements of
federal or state employment law.
3. Services
To Be Performed.
a. Specific
Services.
The
Client retains Consultant to perform the professional services and accomplish
the tasks set forth in Attachment “A” hereto. Consultant agrees
that the work performed hereunder will be of the highest professional standards
and quality.
While
engaged by Client, Consultant retains the right to perform professional
services for other companies. However, the Client expects the Consultant to
perform a minimum of 20 hours per week for the first month of the agreement.
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b. Method
of Performing Services.
Consultant
will determine the method, details and means for performing the above-described
services. The Client shall have no right to, and shall not, control the
methods, details and means of performing and accomplishing Consultant’s
services. The Client shall have no right to, and shall not, provide any
instruction or training as to the methods or means for accomplishing Consultant’s
services.
c. Engagement
of Assistants.
Consultant
may, at Consultant’s own expense, employ assistants as Consultant deems
necessary to perform services under this Agreement. The Client shall have no
right to, and shall not, direct or supervise Consultant’s assistants or
employees, if any, in the performance of these services. Consultant assumes
full and sole responsibility for the payment of all compensation and expenses
of these assistants for all state and federal income tax, unemployment
insurance, social security, disability insurance, and other applicable
withholdings. Consultant also agrees to provide all necessary insurance
coverage for such assistants and/or employees. Should Consultant employ
assistants, he/she agrees to bind them to the confidentiality and other
restrictive covenants set forth in this Agreement.
d. Time
and Place of Work.
Consultant
shall set his/her own hours and schedule for the performance of the services
described herein. The Client shall not have the right to, and shall not,
control the order or sequence in which Consultant performs his/her services.
However, because of scheduling requirements of the employees of the Client with
whom Consultant will need to interact, certain aspects of his/her scheduling
may be set by the Client. Client agrees to provide Consultant with reasonable
advance notice of desired times for consultation, meetings, appointments,
travel and other similar requirements.
4. Compensation.
Client
will pay Consultant a fee of $125.00/hour for services performed.
Consultant shall provide Client with an invoice, on a monthly basis, itemizing
the services performed. Client shall promptly pay Consultant within thirty
(30) days of receipt of Consultant’s invoice.
5. Obligations
Of Contractor.
a. Costs,
Expenses and Materials.
Consultant
shall be responsible for all other costs and expenses incidental to the
performance of services for the Client, including, but not limited to all costs
of material provided by Consultant, all fees, fines, licenses, bonds, or taxes
required of or imposed against Consultant, and all of Consultant’s other
costs of doing business. Consultant shall bear the full cost of all transportation
to and from the place at which services are rendered, including, but not
limited to, the cost of an automobile, gasoline, repairs, parking and
automobile insurance.
Consultant
will supply all materials required to perform services under this Agreement.
Consultant is not required to purchase or rent any materials, services or work
space from the Client. In the event Consultant desires to purchase or rent any
materials, services or work
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space from the Client, Consultant and the Client shall negotiate a
fair market price for said purchase or rental.
b. Indemnification
of Liability.
Consultant
agrees that he/she is solely and exclusively liable for all damages caused by
his/her performance of this Agreement or the failure to perform. Consultant
shall not be treated as an employee or agent of the Client entitled to coverage
under Client’s Insurance or other policies. Each party shall indemnify
and hold harmless the other and the other’s officers, agents and
employees from each one’s negligence, including their respective
officers, agents and employees.
c. Assignment.
Neither
party shall assign its rights or delegate its duties or obligations under this
Agreement without the prior written consent of the other. Subject to the
foregoing, this agreement shall be binding upon and shall inure to the benefit
of the successors and assigns of the parties to this Agreement. Client agrees
that Consultant may designate a d.b.a., corporation or any other entity to
receive payments for Consultant’s work under this agreement.
d. State
and Federal Taxes.
As
Consultant is not the Client’s employee, Consultant is responsible for
paying all required state and federal taxes. Specifically:
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(1) |
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The Client will
not withhold FICA (Social Security) from Consultant’s payments; |
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(2) |
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The Client will
not make state or federal unemployment insurance contributions on behalf of
Consultant; |
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(3) |
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The Client will
not withhold state or federal income tax from payments to Consultant; |
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(4) |
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The Client will
not make disability insurance or paid family leave contributions on behalf of
Consultant; and |
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(5) |
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The Client will
not provide coverage for Consultant under its workers’ compensation
insurance or allow Consultant to participate in any employee benefit plans
provided by the Client. |
Consultant
agrees to indemnify, defend and hold harmless the Client with respect to any
claims, assessments, levies, fines or attorneys’ fees incurred, arising
out of any tax issues involving her compensation for services to the Client.
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6. Termination
Of Agreement.
This
Agreement shall terminate automatically on the occurrence of any of the
following events:






