A. SCOPE

This Agreement sets forth the terms and conditions whereby Assistant agrees to produce certain Services (as agreed upon by the parties) to the Client. Assistant will be engaged for the limited purpose of providing these Services to the Client.

B. NO EMPLOYMENT

Neither party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship. Client may allow Assistant to act as an authorized legal representative in certain circumstances under the terms of this Agreement, but such circumstances will be agreed to by both Parties in writing beforehand.

C. DESCRIPTION OF SERVICES

Client and Assistant may agree in a separate, written document to expand the scope of Services to include additional tasks. Such written document may be informal, such as an email.

D. WARRANTIES

Assistant represents and warrants that Assistant has the knowledge, skills, and experience necessary to provide the Services. Assistant agrees that during the term of this Agreement, Assistant will agree to provide the Services at the request of the Client.

E. NON-EXCLUSIVITY

Assistant may be engaged or employed in any other business, trade, profession, or other activity which does not place Assistant in a conflict of interest with the Client, provided that, during the term, Assistant shall not be engaged in any business activities that explicitly compete with the business of the Client without the Client’s prior written consent.

F. HOLIDAYS

Assistant will be unavailable on the following holidays: New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Black Friday (day after Thanksgiving Day); Christmas Day.

G. FEES AND EXPENSES

Client will be billed through an invoicing system monthly in the amount of Client’s chosen service level (package). Assistant is expected to work a set number of hours per month on behalf of Client. Payment for the following month’s service are due on or before the 5th day of that month. For past due invoices, a late fee of 1.5% of original invoice will apply: The Services will begin at the execution of this Agreement as well as when Assistant receives the initial retainer/subscription payment via PayPal or business check.

The Client agrees to reimburse pre-approved expenses and costs as indicated on invoices. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentation and are due within thirty (30) days of invoice date. A late fee of 1.5% of original invoice will apply to invoiced expenses.

H. TAXES

Assistant herein acknowledges that they will receive an IRS Form 1099-MISC from the Client and that Assistant shall be solely responsible for all of their federal, state, and local taxes.

I. RESPONSE TIME

Assistant agrees to respond to the Client no later than six (6) hours after being reached out to for communication: In the event of an emergency or other similar conflict, Assistant will give the Client as much notice as possible if there is the possibility of interruption to the Services, whether that interruption is temporary or long-term.

J. DELIVERABLES AND MILESTONES

This Agreement will be of an indeterminate length and the independent contractor relationship will be ongoing unless terminated by either Party in writing.

K. TERMINATION

This Agreement may be immediately terminated in the event that there is a breach of the terms by either Party. This agreement will also immediately terminate upon the death of the Assistant or Client, the inability of the Assistant to perform the Services because of a sudden and medically-documented physical or mental disability, the liquidation, dissolution or discontinuance of the business of the Client in any manner, or the filing of any petition by or against the Client or Assistant under federal or state bankruptcy or insolvency laws. This Agreement may also be terminated by either Party in writing. Notice shall be given at least the following amount of time before termination: 10 DAYS.
Upon termination, all fees and reimbursements shall be paid and provided to the Assistant as they have accrued up to the date of termination. Upon expiration or termination of this agreement, or at any other time upon the Client’s written request, Assistant shall promptly after such expiration or termination:

1. Deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Assistant’s use by the Client;
2. Deliver to the Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Client’s confidential or proprietary information, as discussed further elsewhere in this Agreement;
3. Permanently erase all of the confidential or proprietary information from any of the Assistant’s computer systems; and
4. Certify in writing to the Client that Assistant has complied with the requirements of this clause.

L. CONFIDENTIAL OR PROPRIETARY INFORMATION

Assistant hereby acknowledges and agrees that Assistant may receive confidential and/or proprietary information relating to Client’s business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary information is significantly important to Client’s business and it has been developed or obtained over time, with significant resources involved. Assistant understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to Client. As such, Assistant agrees that they shall:

1. Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third parties;
2. Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;
3. Not disclose the confidential and/or proprietary information by any unauthorized means to any third parties for a period of at least one year following the termination of this agreement;<.li>
4. Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Client;
5. Inform Client immediately if Assistant becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

M. INTELLECTUAL PROPERTY

Assistant agrees that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by Assistant which are a related to the Client’s actual business or research and development, or b developed, made, or discovered by Assistant in the course of the performance of Assistant’s duties for the Client. Assistant hereby assigns to the Client the entire right, title, and interest in and to any works created under this Agreement and in and to all proprietary rights therein or based thereon including without limitation any and all copyrights, patents, trademarks, or other intellectual property rights relating to all work.

Without limiting the foregoing, Assistant agrees that all work which is protectable by copyright and may constitute “works-made-for-hire” pursuant to the United States Copyright Act of 1976, (17 U.S.C. § 101) shall be deemed to be works-made-for-hire for the Client.

N. PORTFOLIO USE

Notwithstanding the foregoing, Assistant shall be permitted to use all produced items of work in Assistant’s professional portfolio, after such items have been made public by the Client. Nothing contained herein shall limit Assistant’s such right.

O. INDEMNIFICATION

Assistant and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.

P. SURVIVAL

Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.

Q. DISPUTE RESOLUTION

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of the State of Texas. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

R. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Harris County in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Services provided hereunder.

S. BENEFIT

This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors, and assigns.

T. COUNTERPARTS

This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.

V. FORCE MAJEURE

Assistant is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

W. HEADINGS

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

X. ADDITIONAL TERMS

Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of the Terms of Use invalid, the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use will remain in full force and effect.

CHANGES TO TERMS

If we change these Terms of Use, we will notify you either by e-mail or by an announcement that will show up on the home page of the Site. These Terms of Use were last updated on June 1, 2020.

Contact Us

T 713.703.2553

F 877.772.1694

E joni@nulljonimueller.com