Independent Contractor Agreement
This independent contractor agreement (the “Agreement“) is made and entered into on this _1st_ day of _March_, 2022, (the “Effective Date“) between _Dirty Talk Hotline_ (the “Client“), a Massachusetts phone sex operation, and the phone sex operator (the “Contractor“), (collectively, the “Parties“).
The Client requests the Contractor abide by all stipulations set forth in this Agreement and may request the Contractor abide by other stipulations in the future; and
The Parties therefore agree as follows:
1 TERM.
1.1 This Agreement takes effect immediately as of the Effective Date, and remains in full force and effect for the initial term, unless earlier terminated under Section 2.
1.2 The initial term of this Agreement takes effect immediately as of the Effective Date, and remains in full force and effect for _one (1)_ month (the “Initial Term“).
1.3 Subject to Section 2, at the end of each Term this Agreement will automatically renew for a renewal term of _one (1)_ month, unless terminated earlier (the “Renewal Term“).
1.4 “Term” means either the Initial Term or the then-current Renewal Term.
2 TERMINATION AND EFFECT OF TERMINATION.
2.1 Either Party may terminate this Agreement for cause by providing the other Party written notice if the other Party: (i) is in material breach of this Agreement and has failed to cure such breach within _five (5)_ days after its receipt of written notice of such breach provided by the non-breaching Party; (ii) engages in any unlawful business practice related to that Party’s performance under the Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property.
2.2 Subject to the paragraph immediately below, on the expiration or termination of this Agreement, each Party’s rights and obligations under this Agreement will cease immediately.
2.3 On the expiration or termination of this Agreement, each Party will:
a. pay any amounts it owes to the other Party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and
b. refund any payments received but not yet earned, including payments for services not rendered, work not performed, goods not delivered, or expenses forwarded.
3 CONTRACTOR SERVICES.
3.1 During the Term, the Contractor may engage the Client to provide the services immediately below as needed (the “Services“), or other such services as mutually agreed upon in writing by the Parties (email is acceptable):
_Through the form available at https://www.dirtytalkhotline.com/report, filled out each time the Contractor is openly available, provide thereafter, and in accordance with the Terms of Service, Privacy Policy, and Dirty Talk Hotline Rules collectively the “Dirty Talk Hotline User Agreement” of the Dirty Talk Hotline website, a minimum of sixty (60) minutes of clear, background noise free, strong signaled, and uninterrupted phone sex services, to the Client’s customers via a Client dispatcher._
3.2 The Contractor shall provide the necessary equipment to perform the Services. If the Contractor has obtained employees or agents (the “Contractor Personnel“), the Contractor shall be solely responsible for all expenses associated with the Contractor Personnel.
3.3 As a result of providing the Services, the Client may create certain intellectual property (the “Intellectual Property”).
3.4 The Contractor shall notify the Client of any change(s) to the Contractor’s schedule that could adversely affect the availability of the Contractor, whether known or unknown at the time of this Agreement, no later than _seventy-two (72)_ hours prior to such changes(s). If the Contractor becomes aware of such change(s) within the _seventy-two (72)_ hour period, the Contractor shall promptly notify the Client of such change(s) within a reasonable amount of time.
3.5 The work performed by the Contractor shall be performed at the following rate(s):
_Fifty percent (50%) of the Contractor’s rate, as represented by the Contractor, each time the Contractor fills out the form available at https://www.dirtytalkhotline.com/report, resulting from all sales of services sold to the Client’s customers._
The Client shall remit payment to the Contractor within _thirty (30)_ days after the Services are rendered.
3.6 The Client shall not be responsible for federal, state, and local taxes derived from the Contractor’s net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers’ compensation, disability benefits or other legal requirements applicable to the Contractor.
4 INDEPENDENT CONTRACTOR STATUS.
4.1 The Parties intend that the Contractor and any Contractor Personnel be engaged as independent contractors of the Client. Nothing contained in the Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
4.2 The Contractor may not act as agent for, or on behalf of, the Client, or to represent the Client, or bind the Client in any manner.
4.3 The Contractor will not be entitled to workers’ compensation, retirement, insurance or other benefits afforded to employees of the Client.
5 OWNERSHIP.
5.1 The Parties intend that, to the extent of the Work Product or a portion of the Work Product qualifies as a “work made for hire”, within the definition of Section 101 of the Copyright Act of the United States (17 U.S.C. § 101), it will be so deemed a work made for hire. If the Work Product of any portion of the Work Product does not qualify as work made for hire, and/or as otherwise necessary to ensure the Client’s complete ownership of all rights, titles and interest in the Work Product, the Contractor shall transfer and assign to the Client all rights, titles and interests throughout the world in and to any and all Work Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the Work Product in any way the Client sees fit.
5.2 The Client grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the Work Product on a platform personally controlled, in whole or in part, by the Contractor. The Client may revoke this license at any time by requesting the removal of the Work Product displayed by the Contractor. Upon such request, the Contractor shall remove the Work Product from the platform, and provide written notification of such removal.
6 REPRESENTATIONS.
Both Parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.
7 INDEMNIFICATION.
The Contractor shall indemnify and hold harmless the Client, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and expenses, arising out of, or relating to, the Contractor’s services under this Agreement.
8 CONFIDENTIAL INFORMATION.
8.1 Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving Party reasonably should know is confidential (the “Confidential Information”) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature. The Parties obligations shall survive the expiration or termination of this Agreement for _three (3)_ years.
8.2 Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that it not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.
9 NO COMPETITION.
9.1 Throughout the duration of this Agreement the Contractor shall not, in any manner, represent, provide services or engage in any aspects of business that would be deemed similar in nature to the business of the Client without the written consent of the Client.
9.2 The Contractor warrants and guarantees that throughout the duration of this Agreement and for a period of not to exceed _three (3)_ years following the culmination, completion or termination of this Agreement, the Contractor shall not directly or indirectly engage in any business that would be considered similar in nature to the Client, its subsidiaries, and any current or former clients and/or customers within a _one hundred (100)_ mile radius of _CITY_, _STATE_. Nor shall the Contractor solicit any client, customer, officer, staff or employee for the benefit of himself/herself or a third-party that is or may be engaged in a similar business.
10 LIABILITY.
10.1 EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD-PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
11 DISCLAIMER OF WARRANTY.
11.1 THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE CLIENT DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.
12 MISCELLANEOUS PROVISIONS.
12.1 This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
12.2 This Agreement may be amended only by written agreement duly executed by an authorized representative of each Party (email is acceptable).
12.3 If any provision or provisions of this Agreement shall be held unenforceable for any reason, than such provision shall be modified to reflect the Parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
12.4 This Agreement shall not be assigned by either Party without the express consent of the other Party.
12.5 A failure or delay in exercising any right, power or privilege in respect to this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
12.6 This Agreement is governed by and construed in accordance with the laws of the State of Massachusetts without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either Party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Massachusetts. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF MASSACHUSETTS.