Independent Contractor Master Services Agreement
THIS INDEPENDENT CONTRACTOR MASTER SERVICES AGREEMENT (“Agreement”) is made effective as of the date the “Order Form” is executed (“Effective Date”) by and between The Shari Levitin Group, LLC, providing the services of its principal Shari Levitin (collectively, “SL GROUP”) and the entity/company/organization designated on the “Order Form” (“CLIENT”). SL GROUP and/or CLIENT may each be referred to herein as “Party” or collectively as the “Parties.” All references to SL GROUP and CLIENT in this Agreement shall include, if relevant, the Parties’ respective parent companies, affiliates, and subsidiaries.
WHEREAS, CLIENT wishes to obtain the SL GROUP’s products/services set forth on the “Order Form” for the purposes and duration, and on the terms set forth in this Agreement, and SL GROUP wishes to perform same;
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CLIENT and SL GROUP agree as follows:
1. ENGAGEMENT. CLIENT hereby engages SL GROUP to perform the Services, as defined in the “Order Form” , and SL GROUP accepts such engagement, upon the terms and conditions set forth herein.
2. TERM. This Agreement shall commence as of the date first set forth above and continue through delivery of the items identified on the “Order Form” (“Term”).
3. SCOPE OF SERVICES. During the Term of this Agreement, SL GROUP agrees to provide speaking, training and/or consulting services with respect to such projects as CLIENT and SL GROUP may agree upon from time to time (the “Services”). On reaching agreement on each project to be performed as part of the Services, an “Order Form”, shall be completed, signed by the Parties, and shall thereupon be deemed to be fully incorporated herein by reference.
4. OWNERSHIP AND RESTRICTIONS. SL GROUP continues to wholly own all copyrights, trademarks and other proprietary rights in and to its speaking and training materials (“Curriculum”). Further, CLIENT agrees that all material generated by it that incorporates or otherwise includes the Curriculum, the SL GROUP brands, trademark and name are works made for hire within the meaning of the United States Copyright Act of 1976, 17 U.S.C. § 101 et seq, and will be owned in their entirety exclusively by SL GROUP. CLIENT agrees to sign and cause to be signed by any of its employees who participate in the creation of any such material any additional documents proposed by SL GROUP to confirm SL GROUP’s sole and exclusive ownership of all copyrights, trademarks and other proprietary rights in and to such material. If a determination is ever made that any such material does not qualify as a “work made for hire,” then such material and all rights therein, including all copyrights, are hereby deemed to be and are irrevocably assigned and transferred to SL GROUP forever.
CLIENT warrants that it will not:
(a) Remove or modify any Curriculum or any notice of SL GROUP’s proprietary rights, including without limitation logos and copyright and trademark notices;
(b) Create new products or programs that are derived from the Curriculum;
(c) Use any of SL GROUP’s logos or the SL GROUP name in any manner likely to cause confusion therewith in any portion of CLIENT’s own products, services, trade names or trademarks; or
(d) Promote the Curriculum in any way that implies that such is CLIENT’s own proprietary products.
5. GOOD WILL. CLIENT recognizes the great value of the publicity and good will associated with the Curriculum and acknowledge: (a) such good will is exclusively SL GROUP’s; and (b) that the Curriculum is distinctive as SL GROUP’s content in the minds of consumers. CLIENT further acknowledges that a breach by CLIENT of any of its covenants, agreements or undertakings in this Agreement will cause SL GROUP irreparable damage, which cannot be readily remedied in monetary damages, and may, in addition thereto, constitute an infringement of SL GROUP’s copyrights, trademarks and/or other proprietary rights in and to the Curriculum.
6. COMPENSATION. Upon agreeing on each future project hereunder, CLIENT shall pay SL GROUP the applicable fee(s) set forth in the pertinent “Order Form”, which shall be due and payable as also set forth in said form.
7. INDEPENDENT CONTRACTORS. CLIENT and SL GROUP shall act solely as independent contractors, and nothing herein shall at any time be construed to create the relationship of employer and employee, partnership, principal and agent, or joint venture as between SL GROUP and CLIENT. Neither CLIENT nor SL GROUP has any right or authority to, nor either of them attempt to enter any contract, commitment or agreement, or to incur any debt or liability of any nature, in the name, or on behalf, of the other.
8. CONFIDENTIALITY. CLIENT and SL GROUP may have access to certain proprietary information, intellectual property and/or trade secrets of each other (collectively, the “Confidential Information”). The Parties agree that the terms of this Agreement are part of the Confidential Information. Neither Party will, either during or after the Term of this Agreement, use, disclose or otherwise permit any person or entity access to any of the Confidential Information of the other, except as required or anticipated in the performance of their respective obligations hereunder. Each Party understands and agrees that they are not allowed to sell, license or otherwise exploit any products or services that embody in whole or in part any Confidential Information of the other, except as expressly set forth in this Agreement.
9. MUTUAL WARRANTIES. Each Party hereby represents and warrants to the other Party, with the intention that the other rely thereon in entering into this Agreement, that:
(a) In connection with performing its obligations hereunder, it will not knowingly violate any applicable laws or regulations of any jurisdiction;
(b) It has full power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby; and
(c) The execution and performance by it of this Agreement does not and will not violate or conflict with or result in a breach of any of the terms, conditions, duties or obligations to which it is bound to any third party.
10. NO RECORDINGS. CLIENT shall not record/video any speeches or trainings of the Curriculum by any means whatsoever without SL GROUP’s advance written permission in each instance.
11. TERMINATION. Any request for termination must be in writing (e-mail is sufficient) and sent by an authorized person from the CLIENT and/or SL GROUP. .
(a) SL GROUP’s Immediate Right of Termination. SL GROUP has the right to immediately terminate this Agreement on written notice if CLIENT violates any of Sections 4 (a) through (d) of this Agreement.
(b) Right to Terminate on Notice. SL GROUP may terminate this Agreement effective on thirty (30) days’ prior written notice to CLIENT under any of the following circumstances, if CLIENT fails to cure the default to the reasonable satisfaction of SL GROUP within the thirty (30) days:
(i) CLIENT makes any assignment for the benefit of creditors, file a voluntary petition in bankruptcy, are adjudicated bankrupt or insolvent or have any receiver or trustee in bankruptcy or insolvency appointed; or
(ii) CLIENT commits a material breach of any other provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from SL GROUP.
(c) CLIENT’s Right to Terminate. If CLIENT cancels more than 180 days before the Engagement, SL GROUP shall fully refund CLIENT’s advance payment; if CLIENT cancels between 120 and 179 days before the Engagement, CLIENT shall not be entitled to any refund of its advance payment(s); if CLIENT cancels 119 days or less before the Engagement, SL GROUP’s full engagement fee shall be due and payable.
(d) In the event SL GROUP is unable to perform the engagement, SL GROUP reserves the right to provide a substitute of equal skill to present at the Engagement; if SL GROUP cancels, CLIENT shall be entitled to a full refund of all payments hereunder; and if SL GROUP is engaged hereunder for multiple days, this cancellation policy is enforceable for the specific date for which notice of cancellation is received (if not all dates are canceled).
12. LIMITATION OF DAMAGES. NEITHER CLIENT NOR SL GROUP WILL BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.
13. NON-COMPETITION; NON-SOLICITATION. During the Term of this Agreement, and for a period of one (1) year thereafter, CLIENT shall not directly or indirectly compete with SL GROUP. Neither Party shall, during the Term of this Agreement, and for a period of three (3) years thereafter, solicit for hire as an employee, consultant, or otherwise, any of the other Party’s personnel, nor SL GROUP’s former Trainers, without such Party’s express written consent.
14. NOTICES. Any notice hereunder shall be in writing and shall be effective upon delivery personally or by courier or when transmitted via email, or five (5) business days following deposit in the United States mail, postage prepaid, registered or certified, and addressed as follows:
To SL GROUP:
The Shari Levitin Group, LLC
ATTN: Shari Levitin
P.O. Box 683605
Park City, UT 84068
(utilize address & contact information provided on “Order Form”)
15. WAIVER. No waiver of any term or condition of this Agreement will be construed as a waiver of any other term or condition, nor will any waiver of any default under this Agreement be construed as a waiver of any subsequent default.
16. SURVIVAL OF PROVISIONS. CLIENT’s and SL GROUP’s warranties, representations and indemnification obligations shall survive the termination of this Agreement.
17. SEVERABILITY. If any part of this Agreement is found to be invalid or unenforceable, such determination shall not affect the validity or enforcement of any other provisions of this Agreement.
18. ASSIGNMENT. This Agreement shall not be assigned by either Party voluntarily, involuntarily or by operation of law, unless the non-assigning Party consents in writing, and in advance. Notwithstanding the foregoing, this Agreement may be assigned to a Party’s affiliate entity or in the instance of a merger or sale of substantially all its assets.
19. GOVERNING LAW; VENUE. THIS AGREEMENT AND THE LEGAL RELATIONSHIP BETWEEN THE PARTIES HERETO WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UTAH LAW. CLIENT AND SL GROUP AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR A BREACH HEREOF, WHICH CANNOT BE SETTLED AMICABLY BETWEEN THE PARTIES, WILL BE LITIGATED ONLY IN THE APPROPRIATE COURTS OF SUMMIT COUNTY, UTAH.
20. ENTIRE AGREEMENT. This Agreement contains the entire understanding between CLIENT and SL GROUP, and all prior or contemporaneous promises, representations, agreements or understandings are expressly merged herein and superseded. This Agreement may not be modified, amended or revoked except as set forth herein and in writing, signed by both CLIENT and SL GROUP.
Last modified date: 8/8/2023