Independent contractor agreement

1 – Assignments
2 – Work to Be Performed
3 – Penalties
4 – Term of Services
5 – Terms of Payment
6 – Reimbursement of Expenses
7 – Federal, Provincial, and Local Payroll Taxes
8 – Responsibility for Workers’ Compensation
9 – Responsibility for Benefits
10 – Independent Contractor Status
11 – Death or Disability
12 – Assignability
13 – Confidential Information
14 – Non-Solicitation of Clients
15 – Non-Solicitation of Employees
16 – Indemnification
17 – Return of Property
18 – Inventions, Patents, Trademarks
19 – Reports
20 – Security and Safety Regulations
21 – Headings
22 – Non-Waiver
23 – No Presumption Against Writer
24 – Injunctive Remedies
25 – Business Ethics
26 – Amendment or Modifications
27 – Governing Law
28 – Statute of Limitations
29 – Compliance with Applicable Laws
30 – Complaint Procedure
31 – Severability
32 – Entire Agreement

THIS AGREEMENT, effective as of the date independent contractor executes it, is made and entered into by and between INVISIBLE Translation Inc. (hereinafter the “Company”) and the independent contractor (hereinafter the “Contractor”).

IN CONSIDERATION of the promises and mutual covenants and agreements contained herein, the parties agree as follows:

1 – Assignments

Contractor may receive technical direction as needed from the Company in completing any assignment, but day-to-day performance of Contractor’s services shall be in the discretion of Contractor, who will rely on Contractor’s capacity, availability, skill, education, and training to perform translation, editing, revision, writing, advertising adaptation, desktop publishing services and other services of the type offered by the Company (hereinafter “Contractor Services”).

2 – Work to Be Performed

The Company desires that the Contractor performs, and the Contractor agrees to perform Contractor Services. Contractor acknowledges that the Company may have entered into a contract with clients or other third parties to provide work and services and that the timely and proper completion of the Company’s work is, in part, contingent upon proper and timely performance by Contractor. The Company depends on the Contractor to produce superior results. By delivering the files, Contractor indicates that Contractor has reviewed them and has read and accepted all instructions provided by the Company. Contractor warrants that all services performed (1) will be free from defects in performance, and (2) will comply with the requirements of the Company’s clients and the Company’s general procedures, including the use of any glossaries furnished by the Company. With the deliverables, Contractor must send to the Company project manager any required checklists as requested in the project kit. Contractor hereby agrees to indemnify and hold the Company harmless from any loss, damage, cost, expense (including attorneys’ fees), liability, or damages resulting directly or indirectly from any delay or deficiency in the Company’s performance caused, in whole or in part, by Contractor’s failure or default, or Contractor’s violation of statutory or common law. In the event errors result from Contractor’s negligent performance, Contractor shall correct them immediately upon notice from the Company at no additional cost or expense to the Company. Contractor, in their sole discretion, shall determine the means and manner of doing the specified work, and performance of this Agreement by Contractor shall be measured solely by the results achieved.

3 – Penalties

The Company reserves the right to impose penalties on and demand cost recovery from Contractor after investigating quality issues (including, but not limited to implementing corrections, re-work done by the Company’s in-house team, re-work done by another contractor, late deliveries, and non-compliance with project instructions).

4 – Term of Services

The services called for under this Agreement shall commence on the day the Contractor acknowledges receipt of and executes this Agreement by accepting any and all purchase orders, and those services may be terminated at any time by the Company or the Contractor for any reason, upon written notice to the other party. Notice shall be deemed to have been sufficiently given when: (1) served personally; (2) sent by first-class mail addressed to the Parties at the addresses set forth in this Agreement; or (3) sent via electronic communications. The Company shall not be liable for, nor shall the Contractor be liable to perform, any services or expenses incurred after the receipt of notice of termination. Contractor shall not subcontract work under this Agreement without the prior, written consent of the Company, which shall not be unreasonably withheld.

5 – Terms of Payment

Contractor agrees when accepting an assignment to be bound by the payment terms of the Project Order sent via email. Reimbursement for work performed will be compensated according to the Project Order terms. Contractors must adhere to client specific instructions on the Project Order in order to guarantee payment. Invoice has to reflect amount due as agreed upon in the Project Order. Contractor must submit one invoice upon completion of each project. Work will not be paid without an invoice. Contractor understands that an invoice that complies with the Canada Revenue Agency standards and applicable law is required in order for payment to be issued. All invoices should be sent to accounting@invisibletranslation.com.

Payment of the Contractor’s invoices is made on the 1st day of each month or on the 1st business day of each month. The Contractor must submit their invoice(s) no later than the last business day of the current month to ensure payment is processed on the first business day of the second following month. For example, if the Contractor submits an invoice on October 31 for work performed during the month of October (i.e., the current month), payment will be made on December 1 or on the first business day of December (i.e., the second following month). Invoices are paid by bank transfer or direct deposit, or by PayPal. The Company reserves the right to choose and give preference to one method of payment over another in the interest of the Company. The Company assumes no obligation to clear any and all invoices submitted more than thirty (30) days after a project completion.

It is the responsibility of the Contractor to ensure that the Company has received the invoices in the time frame noted above, and that the Company has all the banking information it needs to issue payments. Contractor shall not earn compensation for a project unless the quality of results and timeliness of completion are satisfactory to the Company and its client.

In order for the Company to issue payment and submit accurate tax information to the Canada Revenue Agency, Contractor is required to provide the Company with his or her business tax identification number and the proper name and form of his or her business (e.g., sole owner, partnership, or corporation). If Contractor has no tax identification number, Contractor agrees to provide to the Company his or her Social Insurance Number (SIN), in accordance with our Privacy Policy.

6 – Reimbursement of Expenses

The Company shall not be liable to the Contractor for any expenses paid or incurred by the Contractor unless otherwise agreed to in writing.

7 – Federal, Provincial, and Local Payroll Taxes

The Company shall neither pay nor withhold federal, provincial or local income tax or payroll tax of any kind on behalf of Contractor or the employees of Contractor. The Contractor shall not be treated as an employee for the services performed hereunder for federal, provincial or local tax purposes. Contractor shall indemnify and hold the Company harmless for any liability for such taxes. Contractor agrees, as a self-employed contractor, to pay all taxes, fees and expenses required by law, including without limitation, income or withholding taxes, unemployment taxes and social security.

8 – Responsibility for Workers’ Compensation

Contractor acknowledges and agrees that no workers’ compensation insurance shall be obtained by the Company covering Contractor. Contractor shall maintain, at his or her own expense and in full force, all applicable policies of insurance as required by law covering workers’ compensation and comprehensive liability insurance, including, but not limited to, theft, damage, or destruction by fire, water, or act of God, property damage, and against liability for injury to persons or property, if said insurance is required pursuant to applicable law. Contractor shall protect, indemnify, and hold the Company, its agents, and employees, harmless from and against any and all claims which may be made against the Company because of Contractor’s failure to pay applicable taxes or contributions, or failure to obtain and maintain requisite insurance.

9 – Responsibility for Benefits

Contractor acknowledges and agrees that, as a non-employee of the Company, Contractor is not eligible to participate in any of the Company’s employee benefit programs (nor are Contractor’s spouse or dependents) and waives all rights to such benefits, including any right to file a claim for any employee benefits under applicable law, or any Company policy, practice, procedure, or program. Contractor also agrees as requested to provide the Company with a written acknowledgment and waiver of any right to participate in any benefit plans administered for the benefit of the Company’s employees.

10 – Independent Contractor Status

Contractor expressly represents and warrants to the Company that: (1) Contractor is not and shall not be construed to be an employee of the Company and that Contractor’s status shall be that of an independent contractor, for which Contractor is solely responsible for Contractor’s actions and inactions; (2) Contractor shall not act as an employee of the Company as Contractor agrees Contractor is not an employee of the Company; (3) Contractor is not authorized to enter into contract or agreements on behalf of the Company or to otherwise create obligations of the Company to third parties (unless authorized by the President of the Company in writing); and (4) Contractor shall not undertake or allow any actions contrary to the letter and spirit of this Agreement. Contractor shall be solely responsible for the equipment, skills and personnel necessary to perform under this Agreement.

11 – Death or Disability

In the event of Contractor’s death during the term of this Agreement, the Company’s sole and exclusive obligation shall be to pay Contractor’s spouse, if living, or to Contractor’s estate, if Contractor’s spouse is not living, any amounts Contractor had earned under the terms of this Agreement as of the death of Contractor. Further, in the event that Contractor has a disability that prevents Contractor from completing an assignment, then the Company’s sole and exclusive obligation shall be to pay Contractor any amounts Contractor had earned under the terms of this Agreement as of the date Contractor is unable to complete the assignment.

12 – Assignability

This Agreement shall not be transferred or assigned, in whole or in part, by the Contractor without the prior written consent of the Company.

13 – Confidential Information

•  Contractor acknowledges and agrees that it will have access to certain confidential information owned by and related to the Company, in tangible or intangible form, including, but not limited to:
  • names, addresses (including physical and email) and telephone numbers of potential and actual clients;
  • the client’s needs, specifications or characteristics;
  • business, marketing and sales strategies of the Company;
  • information relating to the Company’s inventions or products, research and development, production processes, manufacturing and engineering processes, machines and equipment, finances, employees, marketing, and production, future business plans, methods of business operation, pricing structures and procedures, product specifications, technical methods and procedures, office protocols and systems, computer software, programs and systems; and,
  • information furnished to the Company by any clients (or their representatives or agents) of Company.
• The information encompassed in the above Section (A) is collectively referred to herein as “Confidential Information.”
• Contractor agrees and covenants that Contractor will not, during the time that Contractor is performing Contractor Services for the Company and thereafter for so long as the information remains confidential, disseminate, disclose, use, communicate, publish or otherwise divulge, directly or indirectly, on behalf of himself or others, any Confidential Information, except in the course of the performance of services for the Company, and only as necessary to perform such services, or with the prior written consent of the Company.
• Contractor hereby acknowledges and agrees that the prohibition against disclosure of Confidential information recited herein is in addition to, and not in lieu of, any rights or remedies which the Company may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets. The enforcement by Company of its rights and remedies under this Agreement shall not be construed as a waiver of any rights or available remedies which Company may otherwise possess in law or equity.
• Any restrictions pursuant to this section shall not extend to any data or information (i) that has been voluntarily disclosed to the public (except where such public disclosure has been made by Contractor or others without authorization); (ii) independently developed and disclosed by others by lawful means; (iii) that otherwise enters the public domain through lawful means; or (iv) the disclosure of which is protected by the Canada Labour Code.

14 – Non-Solicitation of Clients

Contractor agrees and covenants that Contractor shall not, during the time the Contractor is performing services for the Company and for an additional period of twenty-four (24) months following the end of the performance of services by the Contractor for the Company for any reason, directly or indirectly, whether through Contractor or through another person or entity, solicit or attempt to solicit the specific Client served (as defined in this paragraph) for the purpose of providing products or services that are competitive with those provided by the Company. For purposes of this paragraph, a “Client” is defined as any specific customer served or actively sought prospective customer with whom Contractor had material contact on behalf of the Company. However, if Contractor has a pre-existing relationship with a client of the Company, Contractor is obligated to disclose this information to the Company before commencing work with the Company for that client. Contractor may continue to provide services for that client, but may not use any Confidential Information that belongs to the Company to expand its relationship with the client.

15 – Non-Solicitation of Employees

Contractor agrees and covenants that Contractor shall not, during the time the Contractor is performing services for the Company and for a period of twenty-four (24) months following the end of the performance of services by the Contractor for the Company for any reason, directly or indirectly, whether through the Contractor or through another person or entity: (i) solicit or attempt to solicit any employee of the Company to leave the employ of the Company; and (ii) solicit or attempt to solicit any independent contractor to cease working with the Company.

16 – Indemnification

Contractor agrees to indemnify and hold harmless the Company as a result of any breach of this Agreement or any harm caused by Contractor (including any individuals working at her direction). In the event the Company is notified of any claim against it as a result of acts or omissions of Contractor or any individuals working at the direction of Contractor, Contractor agrees to indemnify and defend the Company for any resulting liability. The defence and indemnification obligations of Contractor pursuant to this paragraph shall include, but not be limited to, payment of any judgments, settlements and compromise agreements that may be reached and payment for any and all costs incurred as a result of Contractor’s breach of this Agreement or the result of claims against the Company, including court costs and attorney’s fees incurred by counsel selected by the Company.

17 – Return of Property

Contractor acknowledges and covenants that Contractor will return all the Company’s property, including, but not limited to, records, files, lists, drawings, documents, equipment, charts, financial data, relating to the Company’s business upon the end of her work for the Company. This provision specifically includes, but is not limited to, the return of all Confidential information and Trade Secrets of the Company.

18 – Inventions, Patents, Trademarks

The terms “work,” “trademark,” and “invention” include anything created for the Company by the Contractor, whether alone or with others.

The term “work” means any and all writings, designs, models, drawings, photographs, physical property, reports, etc. The term “trademark” means any name, word, phrase, logo, design, or other graphic depiction generated during the performance of this Agreement which is or can be used to describe either a product or service of the Company. The term “invention” means any designs, processes, inventions, or discoveries that may be patentable or otherwise protectable. Such terms are defined and construed according to the Patent Act, the Trademarks Act, the Copyright Act, the Industrial Design Act and the Integrated Circuit Topography Act.

During the performance of this agreement, the Contractor may create certain works for the Company that may be copyrighted under the laws of Canada. To the extent that any such works are created, the Contractor will be considered to have created a work made for hire, and the Company shall have the sole right to the copyright. In the event that any work created by the Contractor does not qualify as a work for hire, the Contractor agrees to assign their right in the work to the Company, as is provided below.

It is understood and agreed that the entire right, title, and interest throughout the world to all works, trademarks, and inventions that are conceived of, prepared, procured, generated, or produced, whether or not reduced by practice, by the Contractor, either solely or jointly with others, using any resources of the Company shall be and hereby are vested and assigned by the Contractor to the Company. The Contractor agrees to execute any and all documents prepared by the Company and to do all other lawful acts as may be required by the Company to establish, document, and protect such rights.

19 – Reports

The Contractor, when directed, shall provide at no extra charge written reports with respect to the services rendered hereunder.

20 – Security and Safety Regulations

The Contractor, and any individuals working pursuant to her direction, shall comply with all applicable security and safety regulations of the Company and any entities for whom the Contractor performs services on behalf of the Company.

21 – Headings

The headings and captions in this Agreement are inserted solely as a matter of convenience and for reference and do not in any way modify or amend the terms and conditions of this Agreement.

22 – Non-Waiver

The waiver by the Company of any breach by Contractor or any provision of this Agreement shall not operate or be construed as a waiver of the Company’s rights upon any subsequent breach.

23 – No Presumption Against Writer

There shall be no presumption that this Agreement is to be construed against the Company due to the Company drafting this Agreement.

24 – Injunctive Remedies

Contractor acknowledges and agrees that monetary damages will not be an adequate remedy for a breach by Contractor of any of the provisions of this Agreement and that irreparable injury will result to the Company, and its business and property, in the event of such a breach. Accordingly, the Contractor acknowledges that the Company may, in addition to recovering legal damages, take appropriate actions to enjoin Contractor from violating any of the provisions noted within this Agreement.

25 – Business Ethics

Contractor agrees and acknowledges that performing services for the Company is conditional upon Contractor adhering to and complying with the highest standards and business practices.

26 – Amendment or Modifications

No amendment or modification of this Agreement or of any covenant, condition or limitation herein contained, shall be valid unless evidenced by a writing duly executed by Contractor and an authorized representative of Company. No evidence of any amendment or modification shall be offered or received in evidence in any proceeding between the parties hereto arising out of or affecting this Agreement or the rights or obligations of any party hereunder, unless such amendment or modification is in writing and duly executed by the authorized representatives of both parties. It is further agreed that the provisions of this paragraph may not be waived.

27 – Governing Law

This Agreement shall be governed by, interpreted, and construed in accordance with the laws of the Province of Quebec and Canada.

28 – Statute of Limitations

Contractor agrees that any claim or action by Contractor against the Company, including any claim or action arising out of Contractor’s performance of services for the Company, shall be filed: (1) within one year after the date Contractor knew or should have known about the act or omission giving rise to such claim or action; or (2) the statute of limitations period that otherwise would apply in the absence of this provision, whatever time period is shorter. Any claim or action filed by Contractor after the application of the time period in this provision is barred.

29 – Compliance with Applicable Laws

Contractor acknowledges and agrees to comply with all federal, provincial and local laws of any kind in performance of services under this Agreement. Contractor also acknowledges that it is the Company’s policy to comply with all applicable laws, including all non-discrimination laws or other laws governing its workplace or services.

30 – Complaint Procedure

Contractor further agrees that, if Contractor is subject to, witnessed or has knowledge of any unlawful or inappropriate conduct in performance of Contractor’s services, including by any employee, vendor or client of the Company, Contractor will immediately notify in writing the President of the Company.

31 – Severability

If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall be determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is determined to be invalid or unenforceable, shall not be affected thereby, and each determined provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

32 – Entire Agreement

Except as otherwise set forth herein, this Agreement constitutes the sole and entire agreement and understanding between the parties as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to the subject matter. The parties acknowledge and agree that neither of them has made any such representations and that any such representations that may heretofore have been made by any of them are void and of no effect that neither of the parties has relied thereon. The parties further acknowledge that the obligations in this Agreement which, by their nature, should survive, including any post-services restrictions on Contractor, will remain in effect after the Contractor no longer performs services for the Company.

IN WITNESS WHEREOF, the parties have agreed to the effective and binding nature of this Agreement as of the date Contractor accepts any and all purchase orders through email and is deemed to have read, fully accept and execute this Agreement.