1. Services. Description of Services:
Contractor agrees to perform services as provided in Attachment A: Statement of Work (the “Services”) during the Term of this Agreement and any Subsequent Term.
2. Payment.
2.1 Payment Terms.
Q&S shall pay Contractor at the rate specified in Attachment B: Compensation of Services.
2.2 Banking Deposit Information.
Contractor will be paid on a weekly basis.
3. Relationship of Parties; Taxes; Insurance.
3.1 Independent Contractor.
Both Parties agree that Contractor will act independently in the rendering of Services under this Agreement. Accordingly, Contractor shall be responsible for payment of all taxes including Federal, State, and local taxes relating to Contractor’s Services, including by way of illustration but not limitation, Federal and State income tax, self-employment taxes, unemployment insurance, taxes, and any other taxes or business license fee as required. Neither Contractor nor its employees or agents, if any, shall be entitled to participate in any plans, arrangements, or distributions by Q&S pertaining to any stock options, profit sharing, insurance, paid annual or sick leave, or similar benefits that may be available to Q&S employees.
3.2 Not a Partner.
Contractor is neither a partner, joint venture, nor employee of Q&S. Contractor shall have no authority whatsoever to bind Q&S by contract or otherwise. To properly perform Services, Contractor may require frequent contact with Q&S’ Client. Contractor shall immediately notify Q&S if at any time Contractor believes Client is affecting or attempting to effect a change to this Agreement.
3.3 Insurance.
Contractor assumes all risk of personal injury to and/or by its agents and employees, and all risk of damage to or loss of personal property furnished by Q&S.
4. Professional Standards.
Contractor agrees to adhere to the process and procedures in performing Services and ensure consistency in a manner calculated to attain satisfactory results. Contractor agrees to use best efforts to perform the Services to the highest professional standards and quality.
5. Property Rights; Confidential Information; Pre-Existing Works; Return of Proprietary Materials.
5.1 Confidential Information.
Contractor agrees to:
(a) hold in strict confidence all confidential, proprietary business information, including Trade Secrets relating to Client, Q&S, and its affiliates (“Confidential Information”);
(b) not disclose such Confidential Information to anyone except authorized persons;
(c) not use such Confidential Information for Contractor’s own advantage or anyone else's advantage.
Exceptions:
The restrictions do not apply if:
5.3 Return of Materials. Upon termination or expiration of this Agreement, Contractor agrees to immediately return all Confidential Information, documents, and Q&S property in Contractor’s possession or control.
6. Non-Solicitation; Conflict of Interest.
Contractor warrants no conflict of interest exists and agrees to notify Q&S if one arises. Contractor agrees not to disclose compensation rates with Client or other Q&S personnel during the term of this agreement.
7. Term and Termination.
7.1 Term. The Agreement remains effective until terminated by either Party.
7.2 Termination. Either Party may terminate via written notice.
7.3 Procedure upon Termination. Upon termination, Contractor must:
Cease work immediately
Submit itemization of completed work
Deliver work in process
Provide related passwords and system access
Return all Q&S property immediately.