Also see all Dojo4 legal agreements here: https://github.com/dojo4/policy/. And in the Dojo4 Concord account at concordnow.com.
Following is an agreement between Dojo4 and ***NAME*** (hereinafter referred to as “SUBCONTRACTOR”), under which SUBCONTRACTOR will provide services to dojo4. CLIENT references any client of Dojo4, whether in the past, present or future, as mutually agreed.
All parties enter this agreement with a spirit of friendly collaboration, an intention to work diligently and move together toward excellent outcomes.
2030 17th St.
Boulder, CO 80302
Dojo4 has engaged SUBCONTRACTOR as an independent SUBCONTRACTOR to perform such services on behalf of Dojo4 as determined by Dojo4 during the course of such engagement (the “Services”) and Dojo4 and SUBCONTRACTOR desire to enter into this Agreement to set forth the terms and conditions applicable to such engagement.
In consideration of the mutual promises set forth herein and the acts to be performed by the parties hereto, Dojo4 and SUBCONTRACTOR agree as follows:
This contract will begin on **DATE** or as soon as the SUBCONTRACTOR begins work on contracted work, otherwise known as commencement of the ‘Term’. This contract is durable through such time as a new contract is signed this contract is dissolved in writing.
(a) SUBCONTRACTOR acknowledges and agrees that this Agreement shall be deemed to supersede and exclusively govern the independent SUBCONTRACTOR relationship between SUBCONTRACTOR and Dojo4 and that all other verbal or written agreements between them purporting to govern such relationship are hereby terminated and of no further force or effect as of the date hereof.
(b) SUBCONTRACTOR shall use his, her or its best efforts and skill to perform the Services during the Term in a timely and professional workmanlike manner. SUBCONTRACTOR acknowledges and agrees the nature of the Services, including without limitation, the responsibilities, specifications, requirements, milestones, deadlines and/or location may be changed, added to or eliminated at any time as determined by Dojo4.
(c) SUBCONTRACTOR acknowledges and agrees that the performance of his, her or its obligations as set forth in this Agreement shall not conflict with or cause SUBCONTRACTOR to be in default or violation of the terms and conditions set forth in any other agreement between SUBCONTRACTOR and any other third party, including without limitation, any other current or former customer or employer.
So long as Contractor satisfies all applicable deadlines, Contractor shall be permitted to perform the Services from any reasonable location selected by Contractor. Notwithstanding the foregoing, Contractor acknowledges and agrees that the Company may, from time to time on prior notice to Contractor, require Contractor to perform the Services at the offices of the Company or any customer of the Company. Contractor shall supply or acquire any equipment and supplies Contractor determines are necessary or desirable in connection with the performance of the Services.
a) SUBCONTRACTOR has experience and skills in software and web development or design. Dojo4 is in the business of acquiring and managing contracts to complete these types of services for its clients.
SUBCONTRACTOR will provide the services required to complete such assignment(s) (hereinafter referred to as “project”) as planned in discussions between Dojo4, SUBCONTRACTOR and CLIENT.
b) SUBCONTRACTOR will be responsible for projects and tasks assigned by any of Dojo4 partners and/or the project manager. SUBCONTRACTOR will report to whomever assigned the task and will use the project manager as a general point of contact who will oversee the management of his/her assignments.
c) SUBCONTRACTOR acknowledges and agrees that he, she or it shall perform the Services in accordance with the then-current policies and procedures of Dojo4, as such policies and procedures may be amended or eliminated from time to time as determined by Dojo4, except to the extent any such policy or procedure specifically conflicts with the terms and conditions set forth herein or is in violation of applicable law. SUBCONTRACTOR further acknowledges and agrees that any such written or verbal policies and procedures do not constitute contracts between Dojo4 and SUBCONTRACTOR.
d) SUBCONTRACTOR agrees to adhere to the “Expectations for Contractors,” as outlined in the Dojo4 Employee / Member Handbook: www.dojo4.com/HR.
Either party can terminate this agreement with two weeks written notice. If Dojo4 or SUBCONTRACTOR terminate this agreement, SUBCONTRACTOR will be compensated based upon the amount of service completed up to the date of termination. Notwithstanding the forgoing, a percentage of compensation due SUBCONTRACTOR may be withheld should termination result in harm to Dojo4 or should Dojo4 incur unusual costs due to the need to locate, hire and orient replacement support in order to complete the project.
a) The SUBCONTRACTOR will be paid $xxx/hour. Another rate can be negotiated and agreed upon, in writing, per project. Dojo4 will remunerate the SUBCONTRACTOR within 30 days for work performed, unless otherwise specified, but will always try to remunerate the SUBCONTRACTOR more often on the 15th and 30th of each month. SUBCONTRACTOR shall be paid for actual hours worked, and shall not be compensated for time not spent on the project due to illness, vacation, or any other reason. Dojo4 encourages all subcontractors to track their hours using Dojo4’s projects in Redmine. SUBCONTRACTOR will be paid at least once per month and more often when possible.
b) This payment arrangement may be renegotiated at anytime by either the SUBCONTRACTOR or Dojo4.
c) Dojo4 reserves to the right to charge clients a rate higher than that paid out to the SUBCONTRACTOR. It can be understood that this difference in rate is used to cover Dojo4 infrastructure expenses, the project management budget, and other Dojo4 costs.
The SUBCONTRACTOR is the master of his/her own time and can take time off or away as he sees fit, as long as the work is getting done. Efficiency and adherence to timetables are necessary for the continued good health of Dojo4 / SUBCONTRACTOR relationship.
SUBCONTRACTOR is acting under this agreement as an independent SUBCONTRACTOR and not as an employee and is not entitled to or expecting any other benefit, monetary or otherwise, from Dojo4 or from Dojo4 client firms, in consideration of the work to be completed for CLIENT, other than the payment of fees as described in section 5, above.
SUBCONTRACTOR acknowledges that he/she is providing services to Dojo4 and CLIENT as an independent SUBCONTRACTOR and not as an employee, and understands that Dojo4 shall not pay for, or in any way provide SUBCONTRACTOR with insurance, whether liability or otherwise, including but not limited to unemployment insurance, workers’ compensation, social security, medical, hospitalization, disability, and life insurance.
Since SUBCONTRACTOR is an independent SUBCONTRACTOR, Dojo4 will make no deductions from fees paid to SUBCONTRACTOR for any federal or state taxes or FICA. SUBCONTRACTOR understands and agrees that he/she is entitled to no benefits to which he/she might have been entitled had SUBCONTRACTOR been an employee of CLIENT or Dojo4.
The SUBCONTRACTOR is responsible for keeping track of any additional expenses accrued to be reimbursed by Dojo4. Reasonable out-of-pocket expenses, agreed to in advance by Dojo4, will be reimbursed to SUBCONTRACTOR within 15 days of receipt of invoice. SUBCONTRACTOR will submit expense reports and invoices to Dojo4 within 15 days of incurring any expenses.
SUBCONTRACTOR shall not disclose CLIENT or Dojo4 proprietary information and the contents or nature of the project outside of Dojo4 and CLIENT personnel and/or SUBCONTRACTORs on the project team. SUBCONTRACTOR will initial and agree to all non-disclosure agreements binding Dojo4 and CLIENT. SUBCONTRACTOR shall not copy material unless explicitly authorized to do so, and shall return all materials to Dojo4 or CLIENT upon completion of the project.
SUBCONTRACTOR shall promptly disclose to Dojo4 all materials created by SUBCONTRACTOR which is a work product of the services to be rendered hereunder, and all such materials developed under this agreement shall be deemed to be work made for hire belonging exclusively to Dojo4 and CLIENT, with Dojo4 and CLIENT having the right to obtain and hold in their own names all copyrights, registrations, or such other protection as may be appropriate to the subject matter, and any extensions or renewals thereof.
(a) SUBCONTRACTOR acknowledges and agrees that only work product he, she or it conceives, creates, develops or reduces to practice, in whole or part, during the Term in connection with performing the Services, including without limitation, all “works of original authorship” and all source code, software applications, content, inventions, improvements, enhancements, designs, ideas, formula, processes, techniques, discoveries or know-how, whether or not patentable or copyrightable, are “works for hire” (collectively, the “Company Intellectual Property”) is and/or shall become and remain the sole and exclusive property of Dojo4, and Dojo4 shall be the sole owner of all patents, copyrights and other rights in connection therewith throughout the world (collectively, the “Company Proprietary Rights”).
b) SUBCONTRACTOR shall assign all of his, her or its rights, title and interest in and to any and all Company Intellectual Property and Company Proprietary Rights, whether or not patentable or registrable under copyright or similar statutes. In addition, SUBCONTRACTOR hereby waives and forever discharges any moral rights and claims for infringement, misappropriation, breach of contract or other cause of action it may have against Dojo4 arising from Dojo4’s use of all Company Intellectual Property and Company Proprietary Rights.
c) Upon Dojo4’s reasonable request and expense, SUBCONTRACTOR shall assist Dojo4 in obtaining and enforcing Company Proprietary Rights. SUBCONTRACTOR shall execute and deliver such documents and take such additional actions as Dojo4may reasonably request and at its expense in connection with Dojo4’s efforts to obtain, perfect, maintain and enforce such Company Proprietary Rights and the assignment thereof. SUBCONTRACTOR’s obligation to assist Dojo4 with respect to Company Proprietary Rights shall survive the termination of this Agreement, provided that Dojo4 shall reimburse SUBCONTRACTOR for any direct out-of-pocket expenses actually incurred in connection with rendering such assistance. In the event Dojo4 is unable for any reason to obtain SUBCONTRACTOR’s signature on any document or instrument needed in connection with the any of the foregoing within seven (7) days after Dojo4’s request for the same, SUBCONTRACTOR hereby irrevocably designates and appoints Dojo4 and its duly authorized officers and agents as his or her agent and attorney in fact, to execute, verify and file any such documents and to take such additional actions in the name, and on behalf of, SUBCONTRACTOR with the same legal force and effect as if executed by SUBCONTRACTOR.
SUBCONTRACTOR agrees that during the period of this agreement and for a period of one year after SUBCONTRACTOR completes his/her final authorized work under Dojo4’s contractual agreement with CLIENT, SUBCONTRACTOR will not prospect for business with CLIENT personnel, will not solicit business from CLIENT, nor accept business or employment from CLIENT, except in an SUBCONTRACTOR capacity with Dojo4 and/or under separate agreement(s) to be mutually agreed upon. Should SUBCONTRACTOR be offered and accept employment with CLIENT under an express written agreement with Dojo4, Dojo4 will be with CLIENT to be compensated under standard and fair rules and practices prevailing in the industry and marketplace. Dojo4 acknowledges and agrees, however, that nothing in this agreement shall affect the SUBCONTRACTOR’s ability to prospect for business, enter into contract, or seek employment with any individual or organization, in any industry, exclusive of CLIENT.
This agreement designates SUBCONTRACTOR to be solely responsible for providing all services and materials for this project to Dojo4 and/or CLIENT. SUBCONTRACTOR may not subcontract any part of the work under this agreement without express consent from Dojo4.
This agreement will be governed under the laws of the State of Colorado. Any disputes as to the terms of this agreement shall be resolved under the laws of the State of Colorado. Conflicts will be submitted for binding arbitration in Boulder County under American Arbitration Association supervision and rules.
Any changes to this agreement will only be valid if they are in writing and have been agreed and signed by both parties.