Independent Contractor Agreement
THIS AGREEMENT was made and entered into on ________________________,
20___, by and between the _______________________________________, a non-profit
religious corporation ("the Client"), and OXFORD DOCUMENT MANAGEMENT
CO., INC., a Minnesota corporation ("the Contractor").
Whereas, the Contractor desires to be engaged by the Client as an independent
contractor and not as a common-law employee; and
Whereas, the Client desires to engage the Contractor as an independent
contractor upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises set forth below,
the parties hereby agree as follows:
1. Engagement. The Client hereby engages the Contractor as an
independent contractor and the Contractor hereby accepts such engagement
upon the terms and conditions set forth in this Agreement.
2. Term of Engagement. The Contractor's engagement under this
Agreement shall commence on _________________, 20____. The Contractor's
engagement under this Agreement shall continue until either the Client
or the Contractor notifies the other in writing of their desire to terminate
3. Duties. During the term of the Contractor's engagement hereunder,
the Contractor shall perform on behalf of the Client those duties set
forth in attached Exhibit A, incorporated herein by reference.
4. Compensation. In consideration for the duties and other obligations
of the Contractor hereunder, the Client shall pay compensation to the
Contractor in the amount and manner set forth in attached Exhibit B, incorporated
herein by reference and will further indemnify and hold the Contractor
harmless from loss, claims, costs or liabilities pursuant to the indemnification
provisions set forth in Exhibit B.
5. Expenses. Contractor shall be responsible for payment of all
routine expenses associated with performance of its duties hereunder,
including postage, mailing and copying costs. Certain expenses incurred
by Contractor to expedite the performance of its duties at the request
of the Client; including but not limited to overnight delivery charges,
long distance fax charges, etc. shall be the responsibility of the Client
and will be submitted for reimbursement at cost.
6. Termination of Agreement. Notwithstanding anything to the contrary
in Section 2 hereof, the Contractor's engagement under this Agreement
shall be terminated as follows:
6.1. By the Contractor. The engagement of the Contractor under
this Agreement may be terminated at any time by the Contractor, either
with or without cause, by the Contractor giving written notice of such
intent to the Client. This termination shall be effective thirty (30)
days following receipt of such notice by the Client (or any subsequent
effective date designated by the Contractor in the notice).
6.2. By the Client. The engagement of the Contractor under this
Agreement may be terminated at any time by the Client, either with or
without cause, by the Client giving written notice of such intent to the
Contractor. This termination shall be effective thirty (30) days following
receipt of such notice by the Contractor (or any subsequent effective
date designated by the Client in the notice).
7. Confidentiality and Non-Disclosure Covenant. The Contractor
shall not divulge, furnish, or make accessible to any person or use in
any way, other than as specifically set forth herein or by subsequent
written instruction of the Client, any (i) confidential or proprietary
information of the Client; or (ii) employee, prospective employee, or
other investigated individuals, or information relating to employees,
prospective employees, or other investigated individuals ("Confidential
Information"). It is understood that the Client may request investigations
of persons who are applicants for employment, prospective employees or
employees of entities other than the Client for whom the Client has undertaken
to provide such service. All references herein to the Client's employees,
prospective employees or other investigated parties shall also include
other persons whose names are submitted for investigation hereunder by
the Client regardless of the party on whose behalf the Client is undertaking
7.1. Date of Acquisition. The non-disclosure covenants in this
Section 7 shall apply to all Confidential Information which the Contractor
either (i) has acquired or becomes acquainted with during the term of
the Contractor's engagement by the Client prior to the date of this Agreement;
or (ii) will acquire or become acquainted with during the period of this
engagement by the Client on or after the date hereof.
7.2. Acknowledgments. The Contractor acknowledges that the Confidential
Information may constitute sensitive information which could, if released,
do damage to Client, employees, prospective employees, or other investigated
parties. The Contractor further acknowledges that any disclosure or other
use of the Confidential Information other than for the sole benefit of
the Client would be wrongful and could cause irreparable harm to the Client.
8. Client Records and Property. Upon termination of the Contractor's
engagement with the Client for any reason, the Contractor shall deliver
promptly to the Client (i) all records, manuals, books, blank forms, documents,
letters, memoranda, notes, files, notebooks, reports, computer disks or
computer data, or copies thereof, which are the property of the Client;
and (ii) all other property and Confidential Information of the Client,
including, but not limited to, all documents which in whole or in part
contain any Confidential Information of the Client, which in any of these
cases are in the Contractor's possession or under the Contractor's control.
9. Assignments. This Agreement shall not be assignable, in whole
or in part, by either party without the written consent of the other party.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as
of the day and year first written above.
Duties of the Contractor
1. Client's Policy. The Client has developed self-imposed
policies and procedures (the "Policy") relating to personnel
hiring, records retention and other matters. The Contractor's duties
described below will at all times be performed in accordance with
the provisions and procedures set forth in the Policy. Contractor
is not responsible for compliance with any amended or additional
procedures developed by the Client unless and until the Client incorporates
such changes into the Policy, and Contractor acknowledges receipt
of such amended Policy.
2. General Description of Contractor Duties. The Contractor
shall perform certain administrative duties on behalf of the Client,
- the coordination of background investigations of certain of
the personnel or prospective personnel of the Client or of other
entities for whom the Client has undertaken to coordinate or perform
such investigations, and gathering of confidential information
which results from such investigations;
- tracking and reporting to the Client's contact person, _________________________
(the "Administrator"), as to the procedural status of
pending and completed investigations;
- reporting any evidence of sexual misconduct and/or crimes involving
clergy or lay employees directly and confidentially to ____________________________
(the "Primary Contact") via first class mail.
- retention and storage of records generated by such investigations
3. Commencement of Investigation. It is understood that
the procedures set out in the Policy are intended to cover certain
new and future employees or other personnel or prospective personnel
of the Client or other entities for which the Client had undertaken
to coordinate or perform such investigations. The Contractor has
no duty to commence any investigation except upon written request
of the Client. The Contractor has no duty to perform any independent
investigation beyond the ordering and collection of investigation
results by third parties consistent with the Policy procedures.
4. Tracking and Reporting to Administrator. The Contractor
shall track all pending background investigations and report on
the procedural status of all investigations on a periodic basis
to the Client's Administrator in a form to be mutually agreed upon.
The Contractor shall compile a file on each individual whose background
is investigated ("Background File") containing any documentation
or correspondence between the Contractor and third parties relating
to the subject individual, and all results of the investigation.
5. Retention of Background Files. All Background Files shall
be maintained and stored by the Contractor at its expense for a
period of five (5) years from the date the background investigation
is commenced, unless this Agreement is earlier terminated or the
Contractor is otherwise instructed by the Client in writing. At
the conclusion of the five year holding period and/or upon termination
of this Agreement, with respect to any Background Files in the Contractor's
possession, the Contractor shall follow any written instructions
from the Client with respect to disposition of the files, or, in
the absence of such written instruction, shall forward all Background
Files in its possession to the Primary Contact at the Client's expense
pursuant to the provisions of Section 5 of this Agreement.
Compensation of the Contractor
and Indemnification Agreement
1. Compensation. The Client shall pay the sum of and no/100
Dollars ($ __ .00) for each investigation requested by the Client.
Time spent by the Contractor to respond to any action brought by
third parties against the Client shall be charged at the rate of
Fifty and no/100 Dollars ($50.00) per hour. The Contractor shall
bill the Client when an investigation is commenced, and all billings
shall be due upon receipt of billing by the Client.
2. Indemnification Agreement.
- The Client hereby agrees to indemnify and hold harmless the
Contractor, its officers, directors, shareholders and employees
for any claim, cross-claim, third-party claim, counterclaim for
contribution, assertion of claim, loss, cost, fees (including
attorney's fees), expenses or other damages arising out of or
- Contractor's performance of its duties under the Agreement;
- any claims of any nature whatsoever by third parties relating
to actions or inactions of Client or Contractor in performance
of its duties hereunder; or actions of Client's employees
or personnel; past employees or personnel; or past, present
or future prospective employees or personnel; or of any past,
present, or future employees or prospective employees of any
entity for which the Client undertakes or is alleged to have
had a duty to undertake to perform background investigations
such as are contemplated hereunder; whether or not any written
instructions to commence an investigation is submitted to
Contractor with respect to any such individual, it being the
intent herein that all risk of claims by third parties be
assumed by the Client, except as provided in paragraph 2(d).
- Upon receipt by the Contractor or notice to the Contractor
of any claim or demand for payment and/or reimbursement of any
amount claimed by any third party relating to any of the types
of claims set forth at Paragraph 2(a)(i) or (ii) above, the Contractor
shall promptly give the Client written notice of such claim or
- The Client shall, upon receipt of such notice from the Contractor
either pay such claim or demand or undertake to defend against
the claim or demand on the Contractor's behalf.
- Notwithstanding the foregoing, Client shall not indemnify the
Contractor for any claims arising from the Contractor's own negligence
in performance of its duties, and by this indemnification agreement
waives none of its rights to either enforce this Agreement against
Contractor or make a claim against the Contractor for damages
resulting from Contractor's breach or negligence in performance
of its duties hereunder.