Nathalie Panes Independent Contractor Agreement - Nathalie Panes
This Independent Contractor Agreement, effective January 9, 2024, establishes a contractual relationship between Nathalie Panes (the Independent Contractor, acting as a Virtual Assistant) and Rockstar Recruiter, LLC (the Company, an Arizona limited liability company). The agreement defines the contractor’s independent status, outlining that the contractor is responsible for all taxes, supplies, equipment, licensing, and any personnel or subcontractors. Compensation is set at $6.50 per hour, paid bi‑weekly. The term is one year, automatically renewing unless either party provides fifteen days’ notice prior to renewal; termination can occur upon death, disability, or for specified cause (e.g., felony conviction, breach, fraud, substance abuse, or legal violations). Upon termination, all company records remain the company’s property. The agreement contains extensive confidentiality provisions, prohibiting use or disclosure of the Company’s proprietary information, and imposes restrictive covenants—including non‑solicitation of customers, prospective customers, referral sources, employees, and independent contractors, as well as a non‑circumvent clause—enforced for the duration of the engagement plus twelve months thereafter. Intellectual property created during the engagement is assigned to the Company. Disputes (except for confidentiality matters) are resolved by binding arbitration under the American Arbitration Association’s Commercial Arbitration Rules, with the arbitration to be conducted in Phoenix, Arizona, and the parties waive jury trial rights. The agreement is governed by Arizona law, includes standard miscellaneous provisions (assignment, severability, indemnification, entire agreement, etc.), and requires the contractor to indemnify the Company against claims arising from breaches, performance, or the work product.
Topics
Independent Contractor Status and Obligations
Defines the contractor as an independent entity, responsible for taxes, equipment, licensing, and any personnel, and clarifies that no employer benefits apply.
Compensation Structure and Payment Terms
Specifies hourly rate of $6.50, paid bi‑weekly, and outlines that compensation is the sole remuneration for services.
Term, Automatic Renewal, and Termination Triggers
One‑year initial term with automatic yearly renewals; termination may occur upon death, disability, or a list of cause‑based events such as felony conviction, breach, fraud, substance abuse, or legal violations.
Confidential Information Protection
Enumerates the Company’s proprietary information, imposes duties to keep it confidential, restricts use, mandates return of materials, and provides procedures for lawful disclosures.
Restrictive Covenants: Non‑Solicitation and Non‑Circumvent
Prohibits the contractor from soliciting the Company’s customers, prospective customers, referral sources, employees, or other contractors, and bars circumvention of the Company’s business relationships for twelve months post‑engagement.
Intellectual Property Assignment
All IP created during the engagement, including trademarks, copyrights, patents, and trade secrets, is assigned to the Company; the contractor must cease use upon termination.
Arbitration Procedure and Jury Waiver
Mandates binding arbitration under AAA Commercial Rules in Phoenix, Arizona for all disputes except confidentiality matters, and includes a waiver of the right to a jury trial.
Indemnification and Liability
Contractor must defend, indemnify, and hold harmless the Company against claims arising from breaches, performance, or the work product.