Date Format: MM slash DD slash YYYY
Interpreting Service of the Commonwealth, LLC
- - AND –
- A. The Customer wishes to engage the Contractor to provide American Sign Language interpretive services to and on behalf of the Customer.
- B. The Contractor is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
- 1. The Customer hereby agrees to engage the Contractor to provide the Customer and Customer’s clients with services (the "Services") consisting of:
- o Interpretation from American Sign Language to English
- o Interpretation from English to American Sign Language.
- 2. The Services will also include any other tasks which the Parties may agree on and any other interpretive services as directed by Customer. The Contractor hereby agrees to provide such Services to the Customer.
- 3. Customer acknowledges that Contractor may engage in work as an American Sign Language interpreter for other entities and/or may maintain self-employment during the Term of this Agreement. However, Contractor acknowledges and agrees that in engaging in such outside work, he/she is bound by the terms of this Agreement including, but not limited to, the terms of the Confidentiality and Non-Solicitation sections herein.
Term of Agreement; Termination
- 4. The term of this Agreement (the "Term") will begin on the effective date of this Agreement and will remain in full force and effect for five (5) years, unless earlier terminated as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
- 5. This Agreement shall terminate immediately upon the occurrence of any of the following: (a) Death of Contractor; (b) A disability or impairment of Contractor which is defined for purposes of this Agreement as a Contractor’s documented and verifiable inability to provide Services due to a physical or mental impairment; (c) Contractor’s conviction of a felony, or of a misdemeanor involving moral turpitude or which, in Customer’s sole discretion, will cause harm or damage to Customer’s business, reputation or community standing; (d) Contractor’s failure to comply with this Agreement, including but not limited to the practices, procedures, guidelines and requirements of Customer that are incorporated in this Agreement; (e) Contractor’s gross or culpable professional negligence in providing Services as determined solely by Customer; (f) Conduct by Contractor that is detrimental to Customer’s business reputation or goodwill, as determined solely by Customer, (g) Contractor’s furnishing of deceptive, false, or fraudulent information to Customer or to its employees, clients, or agents, representatives, or other persons associated with Customer’s clients, at any time during the Term of this Agreement; (h) Customer’s use of alcohol, illegal drugs, or controlled substances while performing Services or in a manner which impairs Contractor or raises reasonable questions about Contractor’s ability to perform Services in the manner required by this Agreement, as determined solely by Customer, including but not limited to a positive drug and/or alcohol screen.
In addition, either Party may terminate this Agreement, without cause, upon two (2) weeks’ written notice to the other Party.
- 6. The Parties agree to ensure that the terms of this Agreement take effect. Contractor further agrees to use his/her best efforts in providing the Services due under this Agreement.
- 7. For the Services rendered by the Contractor as required by this Agreement, and except as otherwise provided herein, the Customer will provide compensation (the "Compensation") to the Contractor at the rate of
including a two-hour minimum and portal-to-portal time as is industry standard. Portal time will be calculated in Customer’s sole discretion using Mapquest or a similar online map service. For multiple consecutive assignments on a given day or day(s), portal time will be divided equally among Customer’s clients for whom or which Contractor provides services for purposes of Customer’s billing practices and will be paid to the Contractor as actual portal time for the day. The above-described rates and/or rate differentials may be subject to variance based on the terms of Customer’s agreements with its clients. Compensation does not include reimbursement for parking or mileage unless otherwise covered by Customer’s agreement with a given client.
- The Compensation will be payable, while this Agreement is in force, on a Net 30 days payment schedule.
- If Customer determines, in its sole discretion, that the Contractor fails or refuses to perform the Services as assigned (including but not limited to arriving late, leaving early, or no shows), by this Agreement a performance penalty will be charged based upon the loss of performance, up to and including refusing payment in full. The amount of such performance penalty shall be in Customer’s sole discretion.
- As used herein, "Confidential Information" refers to any data or information about business, marketing and financial matters (including, without limitation, information relating to costs, profits, budgets and plans for future development, strategy, methods of operation or production, formulas, and marketing concepts) of Employer, its employment policies and plans, and any other trade secret and/or proprietary information relating to Customer or its operations, business, marketing or financial affairs or any other information that is not generally available and for which the release of such information could reasonably be expected to cause harm to the Customer. “Confidential information” shall also include information that has been disclosed by a third party to the Customer or the Contractor in the course of performance of Contractor’s Services hereunder and is protected by a non-disclosure agreement or similar confidentiality obligation entered into between the third party and the Customer.
- The Contractor agrees not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information, except as necessary in the performance of Contractor’s Services under this Agreement, as authorized by the Customer or as required by law. This obligation will survive indefinitely upon termination of this Agreement.
- Contractor acknowledges and agrees that any attempt on the part of the Contractor to interfere with, in any way, the Customer's relationship with its employees, other service providers affiliated with or engaged by the Customer, or the Customer’s clients or prospective clients that would be harmful and damaging to the Customer.
- The Contractor agrees that, during the term of this Agreement, and for a period of one (1) year after the termination of the Agreement, the Contractor will not in any way directly or indirectly:
- solicit, induce, or encourage, or attempt to solicit, induce, or encourage, any employee or other service provider affiliated with or engaged by the Customer to leave employment, retainer, or other engagement with the Customer or to accept employment with or render services for any competitor of Customer;
- otherwise interfere with or disrupt the Customer's relationship with its employees or other service providers affiliated with or engaged by the Customer;
- discuss, promote, or otherwise provide information about competitive employment or competitive employment opportunities to any of the Customer's employees or other service providers affiliated with or engaged by the Customer;
- induce or attempt to induce any client or prospective client of the Customer to cease to utilize the services of the Customer;
- otherwise interfere with or disrupt the Customer’s relationship with its clients or prospective clients; or
- solicit, entice, or engage, or attempt to solicit, entice, or engage for like professional services any client or prospective client of the Customer.
Ownership of Materials and Intellectual Property
- All intellectual property and related materials (the "Intellectual Property") including any related work in progress that is developed or produced, whether in whole or in part, by Contractor in connection with the performance of Services under this Agreement, will be the sole property of the Customer. The use of the Intellectual Property by the Customer will not be restricted in any manner.
- The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement, except with the written consent of the Customer. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Return of Property
- Upon the expiry or termination of this Agreement, the Contractor will immediately return to the Customer any property, documentation, records, equipment, Confidential Information, or any other data or tangible thing which is the property of the Customer (including but not limited to name tags, Customer-issued business cards, marketing materials, etc.).
- In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. Contractor shall be solely responsible for the payment of all applicable Federal, State, and local income taxes and all applicable self-employment taxes. Contractor acknowledges and understands that occupational taxes and other potentially applicable taxes are or may be assessed by localities (e.g., city and/or county) where work is performed in accordance with applicable law.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
- Interpreting Service of the Commonwealth, LLC
P O Box 3832
61 Lake Walk Drive
West Somerset, Kentucky, 42564
Phone: (606) 401-2328
Fax: (855) 621-0796
 18 U.S.C. § 1833(b) provides that “[a]n individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to any attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Pursuant to this statute, the parties to this Agreement have the right to disclose in confidence trade secrets under the above-described conditions. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
- The Contractor will indemnify and hold harmless the Customer from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever to the extent that any of the foregoing is proximately caused either by the negligent or willful acts or omissions of the Contractor or its agents or representatives and that are incurred or paid after the effective date of this Agreement and which result from or arise out of the Contractor's Services provided under or participation in this Agreement. Contractor further agrees to indemnify and hold the Customer harmless for and from any and all claims, costs, damages, fees, penalties, interest, or any other losses arising from Contractor’s negligent of intentional failure to comply with Contractor’s Federal, State, or local tax obligations. This indemnification provision will survive the termination of this Agreement.
- The Customer will maintain professional liability insurance including coverage for bodily injury and property damage in the amount of at least $2,000,000 for all Customer assignments. The Contractor is responsible for insurance coverage for all Non-Customer assignments. The Customer will provide coverage of Worker’s Compensation Insurance for Customer assignments only. All insurance policies will remain materially unchanged for the duration of this Agreement.
- In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through informal dispute resolution and/or mediation.
- If informal dispute resolution or mediation is not successful in resolving the entire dispute, the parties expressly agree that any dispute concerning or arising out of the terms and conditions of this Agreement or Contractor’s engagement for Services under this Agreement will be submitted to final and binding arbitration in Somerset, Kentucky in accordance with the laws of the Commonwealth of Kentucky. Any such demand for arbitration must be delivered personally or by certified mail to the other party’s address as provided herein within sixty (60) days of the failure of such informal dispute resolution or mediation. The arbitrator's award will be final and shall be conducted in accordance with the rules of the American Arbitration Association.
Costs and Legal Expenses
- In the event that legal action is brought to enforce or interpret any term of this Agreement, the Customer shall be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
Modification of Agreement
- Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by Contractor and the Customer’s President and CEO.
- The Contractor will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.
- This Agreement sets forth the entire agreement between the parties and fully supersedes any and all prior agreements or understandings of any kind between the parties pertaining to the subject matter of this Agreement. Contractor represents and acknowledges that in executing this Agreement he/she has not relied, and is not relying, upon any representations by any person other than those representations that are contained in this Agreement.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- Words in the singular mean and include the plural and vice versa. Words in all gender identifications mean and include each designation and vice versa.
- It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Commonwealth of Kentucky, within the jurisdiction of Pulaski County.
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- The waiver by Customer of a breach, default, delay or omission of any of the provisions of this Agreement by the Contractor will not be construed as a waiver of any subsequent breach of the same or other provisions.
Acknowledgement by Contractor
- The Contractor acknowledges that the provisions and covenants in this Agreement are reasonable and necessary to preserve the business interests of the Customer, its present and potential business activities, and the economic benefits derived therefrom, that the restrictions will not prevent Contractor from earning a livelihood in Contractor’s chosen business, that they do not impose an undue hardship on him/her and that they will not injure the public.
Contractor’s Provision of Services
- Contractor shall maintain professionalism at all times while performing Services under this Agreement. This includes, but is not limited to wearing appropriate professional attire while on an assignment and adhering to the RID/NAD Code of Professional Conduct, as it may be amended from time to time by that professional organization and which is attached hereto as Exhibit 1 and is incorporated by reference herein. Failure to maintain professionalism or failure to comply with the RID/NAD Code of Professional Conduct, as determined by Customer in its sole discretion, may be grounds for immediate termination of this Agreement.
- Communication is of utmost importance to Customer. Contractor agrees to communicate with Customer, Customer’s clients, and other persons in the performance of Services under this Agreement in a prompt and professional manner.
- Transporting deaf consumers, participants, agents or other deaf persons associated with Customer’s client while on a Customer assignment or otherwise in the course of performing Services under this Agreement is strictly prohibited except as authorized in advance by Customer’s President and CEO.
- As a condition of Contractor’s engagement in Services under this Agreement, Contractor agrees to comply with the following policies and practices of Customer governing assignment scheduling and completion. Such policies and practices are attached hereto as Exhibit 2. Failure or refusal to comply with such policies and practices may constitute grounds for immediate termination of Contractor’s Agreement.
- Further, as a condition of Contractor’s engagement in Services under this Agreement, and including as a pre-condition to Contractor’s initial engagement under this Agreement, Contractor agrees to promptly submit to drug and/or alcohol screens as may be requested in Customer’s sole discretion, and in accordance with the terms and conditions of the Independent Contractor Drug- and Alcohol-Free Requirements, which is attached as Exhibit 3 and incorporated by reference herein. No assignments will be scheduled nor may Contractor perform any Services under this Agreement during any period in which drug and/or alcohol screening results are pending.
- While on an assignment or otherwise performing Services under this Agreement, Contractor acknowledges and agrees he/she is engaged by Customer and except with regard to the authorized performance of Services under this Agreement, Contractor does not represent or have authority to act on behalf of Customer. All questions regarding billing, future assignments, legal issues, etc. should be referred to Customer.
- Following the effective date of this Agreement and during the Term of this Agreement, and as a condition of Contractor’s engagement in Services under this Agreement, the Contractor agrees to submit to background checks, and health screens (i.e. TB skin tests), as well as vaccination updates (as necessary), immunizations, and other screenings as may be reasonably required by Customer or Customer’s clients. Customer will pay for the background checks. Health screens and vaccinations are to be paid by the Contractor if he/she will be performing Services in any facilities where Customer’s agreements with its clients require such. Annual Flu shots, if required, are typically required in Fall (Sept/Oct). For those Contractors that decline the flu shot, Customer will endeavor to accommodate the Contractor by not placing the Contractor in assignments requiring such immunization between September through March, or with such other accommodations as may be available or reasonable in Customer’s sole discretion. For allergies or adverse reactions to the TB skin test, flu shot or other health screens or procedures required herein, Customer reserves the right to require documentation of such must be provided by a physician.
- or to such other address as any Party may from time to time notify the other (i.e. address changes).
Date Format: MM slash DD slash YYYY
Contractor has read, understands and agrees to the above provisions as outlined:
- INTERPRETING SERVICE OF THE