From: elendil@mintir.new-orleans.la.us (Edward J. Branley)
Newsgroups: misc.jobs.contract
Subject: Sample Contracts (2 of 4)
Date: Sat, 08 Aug 92 20:14:35 CDT
Organization: Minas Tirith BBS, New Orleans, LA

Another Sample Contract:

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The following contract has been reviewed by a New Jersey Tax Attorney.
This contract should NOT be construed as legal advice.  The author of
this contract is NOT engaged in rendering legal, tax, accounting or
similar professional services.  The accuracy and completeness of this
sample contract and opinions based thereon are NOT guaranteed.  General
recommendations made by the author may NOT be suitable for every
individual.  This contract should NOT be used without the advice and
counsel of a competent attorney.

Notes:
Please pay particular attention to sections 3.5 and 5.2 of the
contract.  Section 5.2 indemnifies and holds the Broker harmless from
and against all federal employment taxes.

The original content and form of this contract was prepared by
Robert A. Esperti and Renno L. Peterson.

A thorough review of the legal issues relating to Independent
Contractors may be found in the following book:
 INCORPORATING YOUR TALENTS, Esperiti and Peterson,
 Mc Graw Hill Book Company, 1984.

On January 8, 1987, The law firm of Mc Carter and English,
Newark, New Jersey expressed the following written opinions:

We have reviewed the form of the contract that you have provided as
well as the standards that are generally used by the IRS to determine
whether a worker should be treated as an employee or an independent
contractor.  As you know, there are twenty factors and the IRS takes
the position that not all of the factors are present in any case.  The
weight given each factor is not always constant.  The degree of
importance of each factor my vary depending on the occupation.

The agreement appears to meet the standards which the IRS has set for an
independent contractor relationship.  Of course, the IRS will look to
all of the facts and circumstances surrounding the relationship, even
beyond the written agreement.

Therefore, care should be taken that any working arrangement that
evolves beyond the scope of the written agreement also fits within the
standards set by the IRS to define an Independent Contractor
relationship.

January 26, 1987                                 Page 1 of 9


               INDEPENDENT CONTRACTOR AGREEMENT

This Agreement, dated January 26, 1987, is by and between
Adept Technologies Inc., incorporated under the laws of the
State of New Jersey (Independent Contractor) and Big Brokers
Inc., incorporated under the laws of the State of New York
(Company).


The Company is engaged in providing computer software design
and education services to to a highly select group of corpor-
ations, partnerships, and individuals.  These clients are the
product of many years of successful software design on the
part of the Company and have become a profitable part of the
business of the Company. Because of the sometimes unique
needs of these clients, it is necessary for the Company to
provide additional business system management services which
are outside the expertise of the Company.  To compete
successfully in the business of software design and
education, the Company needs to engage, from time to time,
the services of certain business management experts to its
clients.  These experts furnish strategic and tactical
information management plans and models which are vital to
the successful implementation of software systems.


The Independent Contractor is well known in the area of
strategic business system modeling, planning and management.
The experience and reputation of the Independent Contractor
are such that the association of the Independent Contractor
with the Company will mutually benefit each of them.  The
Independent Contractor employs business management consul-
tants of some reknown and has expertise in many areas of
information management and planning that the Company would
like to utilize.  Both the Independent Contractor and the
Company realize that their association could be profitable to
each of them and they wish to establish a relationship which
will benefit them both.


The Company and the Independent Contractor hereby enter into
this agreement to set forth their mutual promises and
understandings.

January 26, 1987                                 Page 2 of 9


               INDEPENDENT CONTRACTOR AGREEMENT

ARTICLE I
DUTIES AND RESPONSIBILITIES

Section 1.1 Engagement of Independent Contractor. The Company
hereby engages the Independent Contractor as an independent
contractor to perform the duties and responsibilities as set
forth in this Agreement.  The Independent Contractor will
have all the rights and privileges incidental and necessary
to the services contemplated under this agreement.


Section 1.2 Specific Duties and Responsibilities. The
Independent Contractor is engaged pursuant to this Agreement
to perform the following services on behalf of the Company:

Provide strategic and tactical business information manage-
ment plans.  These plans may include the following management
reports, entity relationship models, logical data models and
physical data models.

Provide business system life cycle management reports which
may include feasibility studies, requirements definitions,
business system plans, gantt charts, and business system
progress reports.

Provide consulting and education to the Company with regard
to business system development methodologies.  These services
may be rendered directly to the Company or may be rendered to
the Company's client, Saks Fifth Avenue New York.


ARTICLE II
COMPENSATION FOR SERVICES

Section 2.1 Compensation for Business System Management or
Consulting Services. The Company shall compensate the
Independent Contractor $48,895 for providing business system
management or consulting services during the term of this
Agreement as set forth in Section 3.1.

The Company will pay the Independent Contractor $1915 upon
the signing of this Agreement.  The remaining balance of
$46,980 compensation for business management consulting ser-
vices will be paid by the Company to the Independent Contrac-
tor in twelve equal installments each in the amount of $3915.


January 26, 1987                                 Page 3 of 9


               INDEPENDENT CONTRACTOR AGREEMENT

The Company will render the installment payments to the
Independent Contractor on the following dates: February 15,
1987; February 28,1987; March 15, 1987; March 30, 1987;
April 15, 1987; April 30, 1987; May 15,1987; May 30, 1987;
June 15,1987; June 30,1987; July 15, 1987 and July 25, 1987.

The Independent Contractor shall submit an invoice to the
Company for the initial payment and each subsequent install-
ment payment so that the Company can reduce the administra-
tive time required to process such payments.


Section 2.2 Compensation for Other Services. Other services
performed by the Independent Contractor for or on the behalf
of the Company shall be compensated for based on mutual agree-
ment.  The Independent Contractor agrees to perform addition-
al services upon the reasonable request of the Company as
long as the compensation shall be agreed upon prior to the
commencement of the services so performed.  If the Indepen-
dent Contractor chooses not to perform additional services
for the Company, the Company agrees that this Agreement shall
continue to be in full force and effect and that such deci-
sions by the Independent Contractor shall affect no other
rights of the parties under this Agreement.

ARTICLE III
TERM OF AGREEMENT

Section 3.1 Initial Term. The initial term of this Agreement
shall begin on January 26, 1987, and terminate on July 25,
1987 subject, however, to termination during such period as
provided in this Article.  At the end of the term of this
Agreement, all of the parties' duties hereunder shall cease
and all amounts due to the Independent Contractor will be
paid pursuant to the terms of this Agreement.  In the event
that all the services that were begun under this Agreement
have not been completed at the time this Agreement is
terminated, it is agreed by both the Independent Contractor
and the Company that these services will be completed as soon
as is reasonably possible after the termination of this Agree-
ment.  Services rendered after the termination of this Agree-
ment for projects begun prior to the termination of this
Agreement will be compensated for under the terms of
Article II.


January 26, 1987                                 Page 4 of 9


               INDEPENDENT CONTRACTOR AGREEMENT

Section 3.2 Continuation of Agreement. The Company and the
Independent Contractor contemplate that the relationship
under this Agreement shall terminate on July 25, 1987.  The
parties agree to meet at least thirty days prior to the
termination of this Agreement under Section 3.1 in order to
extend this Agreement or modify such terms and conditions as
the parties mutually agree.


Section 3.3 Termination upon the Bankruptcy or Liquidation of
the Independent Contractor. This Agreement shall terminate
upon the adjudicated bankruptcy or the liquidation of the
Independent Contractor.  Adjudicated bankruptcy shall be
defined as the date of any decree of bankruptcy issued by a
court of competent jurisdiction.  Liquidation shall refer to
the sale or other disposition of more than 50 percent of the
stock of the Independent Contractor, the sale or other dispo-
sition of more than 50 percent of the assets of the Indepen-
dent Contractor, or the formal acceptance by the state of
incorporation of the Independent Contractor of Articles of
Dissolution or equivalent documentation.


Section 3.4 Voluntary Termination. Either party to this
Agreement, for any reason whatsoever, may terminate this
Agreement upon fourteen days' written notice.  In such event,
all services under this Agreement shall be completed pursuant
to Section 3.1.


Section 3.5 Termination for Cause. If, at any time, the
Company ascertains that the expertise of the Independent
Contractor's employees, agents, or servants is not of the
high quality and expertise that the Company deems necessary
to satisfactorily complete the services under this Agreement,
the Company can terminate this Agreement.  Termination under
this provision may be accomplished only in writing.  Upon
receipt of the written termination notice, the Independent
Contractor will cause all services to immediately cease.  The
Company shall only be liable for payment of services which it
determines to be beneficial or of sufficient quality to
warrant payment.


January 26, 1987                                 Page 5 of 9


               INDEPENDENT CONTRACTOR AGREEMENT

ARTICLE IV
TRAVEL AND MISCELLANEOUS EXPENSES

Section 4.1 Travel Expenses. Travel, entertainment and other
incidental expenses incurred by the Independent Contractor or
its employees, when providing business management consulting
services for the Company's Client in the County of Manhattan
of the State of New York, shall be paid in full by the
Independent Contractor.


Section 4.2 Miscellaneous Expenses. The Independent
Contractor understands and agrees that miscellaneous expenses
are the sole expense of the Independent Contractor and that
the Company shall have no liability for their payment.


ARTICLE V
RELATIONSHIP OF THE PARTIES

Section 5.1 Independent Contractor Status. The Parties'
intention is that the relationship between them is that of
employer and independent contractor.  Neither the Independent
Contractor nor any agent, employee, or servant of the Indepen-
dent Contractor shall be deemed to be the agent, employee or
servant of the Company.  Furthermore, the Independent Contrac-
tor shall have no real or apparent authority to bind the Com-
pany in any manner.  Benefits provided by the Company to its
employees, including, but not limited to, compensation insur-
ance or unemployment insurance, are not available from the
Company to the Independent Contractor, its agents, employees,
or servants.


Section 5.2 Employment and Income Taxes. The Independent
Contractor shall be responsible for the payment of all
federal, state, and local taxes or contributions imposed or
required under any unemployment insurance, Social Security,
income or any other laws with respect to the Independent
Contractor's employees.


January 26, 1987                                 Page 6 of 9


               INDEPENDENT CONTRACTOR AGREEMENT

Notwithstanding anything in this Agreement to the contrary,
the Independent Contractor hereby agrees to indemnify and
hold the Company harmless from and against all federal
employment tax liabilities and related interest and
penalties, but not costs, arising out of any and all claims,
suits, actions or administrative or other proceedings against
the Company for its taxable years during which this Agreement
is in effect.

In case any claim is made, or any suit or action is
commenced, or notice is given, of any administrative or other
proceedings against the Company in respect of which indemnity
may be sought, the Company shall promptly notify the Indepen-
dent Contractor and permit the Independent Contractor to
defend at its own cost and with counsel of its choice any or
all such claims, suits, actions and proceedings against the
Company.  The Company shall give to the Independent Contrac-
tor or its counsel access at all reasonable times to all the
books, records, tax returns, contracts and documents of the
Company as are existent at the time requested and shall fur-
nish all other information as may also be necessary to defend
such claims, suits, actions or proceedings.


Section 5.3 Employees of the Independent Contractor. The
Independent Contractor may hire any employees deemed neces-
sary by the Independent Contractor.  The Company shall have
no duties or obligations with respect to any of the Indepen-
dent Contractor's employees, agents, or servants.

The Independent Contractor has full authority and control as
to its employees, agents, and servants, and the Company will
exercise no control over the personnel policies of the Inde-
pendent Contractor, including hiring, supervision, or
termination.


Section 5.4 Supervision. The Independent Contractor shall
have full authority to control and direct the performance of
the details of the services provided by the Independent Con-
tractor to the Company.  The Company is only interested in
the results achieved.  All work performed by the Independent
Contractor shall, however, meet the approval of the Company
and shall be subject to the Company's general right of inspec-
tion to secure the satisfactory completion of the services
under this Agreement.

January 26, 1987                                 Page 7 of 9


               INDEPENDENT CONTRACTOR AGREEMENT

The Independent Contractor warrants and agrees to assign only
qualified personnel to perform services on behalf of the
Company and that failure to do so may cause immediate
termination of this Agreement under Section 3.5.


Section 5.5 Compliance with Law. The Independent Contractor
agrees to comply with all federal, state, and municipal laws,
rules, and regulations that are now in effect or may be in
the future applicable to the Independent Contractor, its busi-
ness, and its personnel.


ARTICLE VI
NONDISCLOSURE  OF INFORMATION

Section 6.1 Independent Contractor Shall Not Disclose
Information. The Independent Contractor recognizes that tech-
nical information, operating procedures, and client informa-
tion, as well as financial information, of the Company are
highly confidential and are the sole property of the Company.
The Independent Contractor, its employees, agents, or ser-
vants agree not to disclose, during or after the term of this
Agreement, any information relative or pertinent to the Com-
pany's financial condition or operating procedures.  In addi-
tion, the Independent Contractor, its employees, agents, or
servants shall not disclose any information that relates to
the clients of the Company, including the name of the clients.

All files and records with respect to the Company's clients
or the Company itself shall be the property of the Company,
and the Independent Contractor shall not remove these files
or records without the specific written consent of the Com-
pany.  The Independent Contractor agrees that all these files
and records are the property of the Company and that upon
termination of this Agreement, they will be promptly returned
to the Company.



January 26, 1987                                 Page 8 of 9


               INDEPENDENT CONTRACTOR AGREEMENT

Section 6.2 Clients of the Company. The Company and the
Independent Contractor agree that the clients of the Company
are unique assets of the Company.  The Company is giving the
Independent Contractor the opportunity to work with these
clients.  While the Company expects that the Independent Con-
tractor will render business management consulting services
to other organizations, it also expects that the Independent
Contractor will not continue relationships with Saks Fifth
Avenue New York after this agreement is terminated.  There-
fore, the Independent Contractor agrees that it, its share-
holders, directors, officers, employees, agents, or servants
will not render any business management consulting services
to Saks Fifth Avenue New York for six months after the date
of termination of this Agreement.


Section 6.3 Breach of this Article. In the event of a breach
or threatened breach of the provisions of this Article by the
Independent Contractor, the Company shall be entitled to an
injunction restraining the Independent Contractor, its
shareholders, directors, officers, employees, agents, or ser-
vants, whichever the case may be, from disclosing, in whole
or in part, any information or documentation intended to be
covered by the Agreement or from rendering services to Saks
Fifth Avenue New York for six months after the date of
termination of this Agreement.


ARTICLE VII
GENERAL MATTERS

Section 7.1 New Jersey Law. This Agreement shall be governed
by the laws of the State of New Jersey and shall be construed
in accordance therewith.


Section 7.2 No Waiver. No provision of this Agreement may be
waived, except by an agreement in writing signed by the
waiving party.  A waiver of any term or provision shall not
be construed as a waiver of any other provision.


Section 7.3 Benefit. This Agreement shall be binding upon the
parties, their successors, and assigns.



January 26, 1987                                 Page 9 of 9


               INDEPENDENT CONTRACTOR AGREEMENT

Section 7.4 Amendment. This Agreement may be amended,
altered, or revoked at any time, in whole or in part, by the
written agreement of the parties hereto.


Section 7.5 Construction. Throughout this Agreement, the
singular shall include the plural, the plural shall include
the singular, and the masculine and neuter shall include the
feminine, wherever the context so requires.

The headings of Articles and Sections are included solely for
convenience of reference.  If any conflict between the
headings and the text of this Agreement exists, the text will
control.


Section 7.6 Severability. If any provision of this Agreement
is declared by a court of competent jurisdiction to be
invalid for any reason, such invalidity shall not affect any
other provision of this Agreement.  On the contrary, such
remaining provisions shall be fully severable, and this Agree-
ment shall be construed and enforced as if such invalid provi-
sion had never been inserted in this Agreement.


Section 7.7 Notice. Any notice required to be in writing
under this Agreement shall either be sent by certified mail,
return receipt requested, or by personal delivery and shall
be considered as received from the party delivering such
notice as of the date of the signing of the return receipt in
the case of certified mail or upon the date of the signing of
a receipt upon delivery in the case of personal delivery.


The parties to this Agreement have signed this Agreement as
of the day and date first written above.


Adept Technologies Inc.           Big Brokers Inc.


By:-----------------------        By:-----------------------
Robert G. Grant, President        Herb Big Shot, President
===== end of file =====


>Edward J. Branley         elendil@mintir.new-orleans.la.us<
>Seashell Software, Metairie, LA            +1-504-455-5087<


Article 4735 of misc.jobs.contract: