Sertified., LLC. Independent Contractor Agreement
This Agreement is made between Sertified., LLC. with the following individual, Jennifer Kitzmiller, in regard to their contracted labor.
Services to Be Performed
Contractor agrees to perform the following services: Work in support of Sertified., LLC as agreed in his/her/their job description paperwork.
In consideration for the services to be performed by Contractor, Client agrees to pay Contractor at the following rates:
Contractor shall be paid within a reasonable time after Contractor has completed the work associated with the payment being provided.
Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; cell phone expenses; meals; etc.
Under certain circumstances, the Client will reimburse the Contractor for agreed expenses. Contractor must submit a form for reimbursement in order to be considered for reimbursement. These special circumstances are noted in the Contractor Handbook, and must be approved by the Client’s Chief Executive Officer (CEO).
Vehicles and Equipment
Contractor will be allowed to use equipment, tools, and materials provided by the Client to complete the services required by this Agreement. Pending the equipment is returned in working condition, Client will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement. As described above, the Contractor will be responsible for providing his/her/their own vehicle for use while fulfilling contractual obligations, unless otherwise specified.
Independent Contractor Status
Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contracted personnel are, or shall be deemed, Client's employees. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows
[X] Contractor has the right to perform services for others during the term of this Agreement. Unless otherwise noted in a different contract. (See Non-Disclosure Agreement (NDA) and Non-Compete Agreement)
[X] Neither Contractor nor Contractor's employees or contracted personnel shall be required to wear any uniforms provided by Client.
[X] Neither Contractor nor Contractor's employees or contracted personnel shall be required by Client to devote full time to the performance of the services required by this Agreement.
Business Licenses, Permits, and Certifications
Contractor represents and warrants that Contractor and Contractor's employees, and contract personnel will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, and certifications required to carry out the services to be performed under this Agreement.
The Contractor will be financially responsible for maintaining all applicable American Red Cross certifications required for the contracted position. If the Contractor elects for Sertified., LLC to cover costs associated with the American Red Cross certification, he/she/they will be required to commit six months of active service from the date of the recertification. The Contractor will only be expected to apply the American Red Cross certifications that have been paid for by Sertified., LLC. Non-compete clauses remain in full effect. Should the Contractor elect to pay for the American Red Cross certification on his/her/their own, he/she/they will have no obligation to remain a Contractor with Sertified., LLC for any period of time.
State and Federal Taxes
Client will not:
Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made.
Contractor understands that neither Contractor nor Contractor's employees or contracted personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.
Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contracted personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
Client shall provide Workers’ Compensation Insurance for all Contractors, for use when performing services on behalf of Sertified., LLC.
Client will provide general and professional liability insurance coverage for Contractors. Contractor can obtain the following insurance coverage and maintain it during the entire term of this Agreement if they would like additional coverage:
[X] Comprehensive or commercial general liability insurance coverage in the minimum amount of $100,000 combined single limit, including coverage for bodily injury, personal injury, broad form property damage, contractual liability, and cross-liability.
Contractor shall indemnify and hold Client harmless from any loss or liability arising from performing services under this Agreement.
Term of Agreement
This agreement will become effective when signed by both parties and will terminate on the date either party terminates the Agreement as provided below.
Terminating the Agreement
With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written notice.
Reasonable cause includes:
Either party may terminate this Agreement at any time by giving 14 days' written notice to the other party of the intent to terminate.
This is the entire Agreement between Contractor and Client.
Modifying the Agreement
This Agreement may be modified only by a writing signed by both parties.
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Pasadena, Maryland. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Hanover, PA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on Client's behalf.
Proprietary or confidential information includes:
Upon termination of Contractor's services to Client, or at Client's request, Contractor shall deliver to Client all materials in Contractor's possession relating to Client's business.
Contractor acknowledges that any breach or threatened breach of Clause 18 of this Agreement will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 18 of this Agreement. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law.
This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.
Assignment and Delegation
Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Client's prior written approval.
This Agreement will be governed by Pennsylvania law, without giving effect to conflict of laws principles.
INDEPENDENT CONTRACTOR UNILATERAL CONFIDENTIALITY AND
FOR GOOD CONSIDERATION, and in consideration of the contemplated contractual relationship with Sertified., LLC., (the “Independent Contractor”), hereby agrees to the terms of this agreement:
RETURN OF PROPERTY
At the end of the Term, the Independent Contractor will return to the Company, retaining no copies or notes, all documents relating to the Company’s business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and equipment and all copies of such material, obtained by the Independent Contractor during its contractual relationship with the Company.
NO COMPANY LIABILITY.
All Confidential Information is provided “AS IS” and the Company makes no warranty regarding the accuracy or reliability of such information. Neither the Company nor any of its advisors or representatives shall have any liability to the Independent Contractor or any of its representatives resulting from the Independent Contractor’s use of the Confidential Information.
The parties are independent of each other. Nothing in this Agreement shall be construed to create an employment or joint relationship between the parties.
LEGAL AND EQUITABLE REMEDIES
The Independent Contractor recognizes that the Company may be irreparably damaged by any breach of this Agreement and that the Company shall be entitled to seek an injunction, specific performance, or other equitable remedy to prevent such competition or disclosure, and may entitle the Company to other legal remedies, including attorneys’ fees and costs.
SUCCESORS AND ASSIGNS
This Agreement will be binding on the heirs, executors, administrators, and other legal representatives of the Independent Contractor and will be for the benefit of the Company, its successors, and its assigns. The Independent Contractor may not assign any of its rights, or delegate any of its obligations, under this Agreement.
The obligations and rights described in this Agreement shall survive the end of the Term.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.
COUNTERPARTS / ELECTRONIC SIGNATURES
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail or other electronic medium shall have the same force and effect as an original signature.
This Agreement shall be governed by the laws of the state of Pennsylvania without regard to its conflicts of law provisions.
IN WITNESS WHEREOF, the parties below hereby execute this Agreement on
Accepted and Acknowledged
Contractor/Employee Equipment Loan Agreement
In order to maximize the effectiveness of our trainings, Sertified., LLC agrees to allow you (the contractor) to use the necessary materials, equipment, and supplies, as outlined in the course’s American Red Cross Instructor’s Manual and/or Instructor Trainer Guide and/or in your Sertified., LLC Job Description, to amplify success in your designated role. In return, Sertified., LLC expects that all equipment will be returned in the condition that it was found. In order to receive payment for the service that you provide, you must return all borrowed equipment back to its storage location, in the condition that it was found. Failure to comply with this regulation will result in the withholding of payment, until the equipment is either replaced or repurchased, at the expense of the contractor. We understand that accidents happen; if/when they do, please notify the Chief Executive Officer, so he can examine the equipment and be sure to have it restored to working condition, at the expense of the company.
By signing this form, I, , agree to keep all equipment in good working condition. I agree to inspect equipment prior to use and notify the company’s Chief Executive Officer if there is any pre-existing damage. I agree to return all items, promptly, to the storage location by the end of the course. I understand that I am responsible for replacement costs if the equipment is lost, damaged, destroyed, or stolen. If I fail to return the materials in reasonable condition, I understand that I will not be issued a payment until the materials, equipment, and/or supplies are replenished.
By my signature, I acknowledge that I have received a copy of this agreement and all of the above listed items. I have read and agreed to all of the conditions of this agreement. My signature is my commitment to adhere to these responsibilities and terms.
Initial Here: Date:
Parent Name (if student is under 18 years of age):
Parent Initial (if student is under 18 years of age):
This NON-COMPETE AGREEMENT (this "Agreement") is made and entered into as of the date listed in the signature block (the "Effective Date"), by and between Sertified., LLC (the "Company" or "Disclosing Party") located at PO Box 57, Chester, Maryland 21619 and (the "Recipient") located at . Company and Recipient may be referred to individually as the "Party", or collectively, the "Parties".
Throughout the duration of this Agreement the Recipient 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 Sertified., LLC without the written consent of Sertified., LLC.
The Recipient warrants and guarantees that throughout the duration of this Agreement and for a period of twenty-four months following the culmination, completion or termination of this Agreement, that Recipient shall not directly or indirectly engage in any business that would be considered similar in nature to the business engaged in by Sertified., LLC, its subsidiaries, and any current or former clients and/or customers within a 300 mile radius of Pasadena, MD.
Recipient understands and agrees that any attempt on the part of Recipient to induce Company's employees/contractors to leave Company's workforce, or any effort by Recipient to interfere with Company's relationship with its employees or contractors would be harmful and damaging to Company. Recipient agrees that during the duration of this Agreement, and for a period of twenty-four months following the culmination, completion or termination of this Agreement, Recipient will not in any way, directly or indirectly:
(i) Induce or attempt to induce any employee or contractor of Company to quit employment or terminate his/her/their contractor with Company;
(ii) Otherwise interfere with or disrupt Company's relationship with its employees or contractors;
(iii) Discuss employment or contract opportunities or provide information about competitive employment to any of Company's employees and/or contractors; or
(iv) Solicit, entice, or hire away any employee or contractor of Company for the purpose of an employment opportunity that is in competition with Company.
By definition herein, "Confidential Information" shall mean any and all technical and non-technical information provided by Sertified., LLC, including but not limited to, any data, files, reports, accounts, or any proprietary information in any way related to products, services, processes, database, plans, methods, research, development, programs, software, authorship, customer lists, vendor lists, suppliers, marketing or advertising plans, methods, reports, analysis, financial or statistical information, and any other material related or pertaining to any business of Sertified., LLC, its subsidiaries, respective clients, consultants or vendors that may be disclosed to the Recipient herein contained within the terms of this Agreement.
The Recipient shall not in any manner or form, at any time disclose, reveal, unveil, divulge or release, either directly or indirectly, any aforementioned proprietary or confidential information for personal use or for the benefit of any third party and shall at all times endeavor to protect all Confidential Information belonging to the Company.
The Recipient herein acknowledges (i) the unique nature of the protections and provisions established and contained within this Agreement, (ii) that the Company shall suffer irreparable harm if the Recipient should breach any of said protections or provisions, and (iii) that monetary damages would be inadequate to compensate the Company for said breach. Therefore, should the Recipient cause a breach of any of the provisions contained within this Agreement, the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce said provisions.
This Agreement constitutes the entire Agreement between Company and Recipient, replacing all other written and/or previous agreements.
This Agreement may be amended only by an instrument in writing that is signed by both Parties. Amendments to this Agreement will be effective as of the date stipulated therein.
Company and Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties' intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
If either Party fails to enforce any provision contained within this Agreement, it shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
This Agreement is to be construed pursuant to the current laws of the State of Maryland. Jurisdiction and venue for any claim arising out of this Agreement shall be made in the State of Maryland, in the County of Anne Arundel.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
SUCCESSORS AND ASSIGNS
Except as otherwise provided in this Agreement, this Agreement is binding upon, and inures to the benefit of, the Parties and their respective successors and assigns.
EFFECT OF TITLE AND HEADINGS
The title of this Agreement and the headings of its sections are included for convenience and shall not affect the meaning of the Agreement or the section.
If any legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees incurred in connection with such legal proceeding. The term "prevailing party" shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court.
Non-Compete Exemption Form
Sertified., LLC grants Independent Contractor, Jennifer Kitzmiller, an exemption from the company’s Non-Compete Agreement. This exemption is limited to work and instruction with the following agency/agencies:
Jennifer Kitzmiller has permission to teach American Red Cross Lifeguarding classes, work as an Aquatic Professional, Lifeguard, Lifeguarding Instructor, CPR/First Aid/AED Instructor, and Safety Advisor for the agency/agencies listed above. No further exemptions will be granted without further written permission. All stipulations of the Non-Compete Agreement are in full effect, with the exception of only the agencies/organizations specifically listed above.
The listed parties agree to the limited exemptions described in this document and fully understand that all terms of the Non-Compete Agreement remain in full effect for all other agencies/organizations that perform similar work of that of Sertified., LLC.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates written below.
Recipient Name (Print)
The Employee and Contractor Handbook contains important information about the company, and I understand that I should consult the company CEO, or my supervisor, regarding any questions not answered in the handbook. I have entered into my employment/contractor relationship with the company voluntarily and understand that there is no specified length of employment/contracted labor agreement. Accordingly, either the company or I can terminate the relationship at will, at any time, with or without cause, and with or without advance notice.
Since the information, policies, and benefits described herein are subject to change at any time, I acknowledge that revisions to the handbook may occur. All such changes will generally be communicated through official notices, and I understand that revised information may supersede, modify, or eliminate existing policies. Only the Chief Executive Officer of the company has the ability to adopt any revisions to the policies in this handbook.
Furthermore, I understand that this handbook is neither a contract of employment/contracted labor nor a legally-binding employment/independent contractor agreement. I have had an opportunity to read the handbook, and I understand that I may ask my supervisor or the company’s CEO any questions I might have concerning the handbook. I accept the terms of the handbook. I also understand that it is my responsibility to comply with the policies contained in this handbook, and any revisions made to it.
I further agree that if I remain with the company following any modifications to the handbook, I hereby accept and agree to such changes.
I have received a copy of our company’s Employee/Contractor Handbook on the date listed below. I understand that I am expected to read the entire handbook. Additionally, I will sign the two copies of this Acknowledgment of Receipt, retain one copy for myself, and return one copy to our company’s representative listed below on the date specified. I understand that this form will be retained in my personnel file.
Printed Name of Employee or Contractor:
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Document Name: Jennifer Kitzmiller
Agree & Sign