Independent Contractor Agreement
Terms and Conditions
These Independent Contractor Agreement Terms and Conditions govern your engagement as an independent contractor for Destination Cleveland.
1. Scope of Services. Contractor agrees to use its best efforts to provide the Services and, if applicable, the Additional Services (collectively, the “Services”), in a diligent, timely, and professional manner in accordance with professional standards. Contractor shall perform the Services on the days, times, and at the locations necessary to enable Contractor to fully and successfully provide the Services. Contractor shall use Contractor’s own discretion, expertise, and experience to determine the manner in which to perform the Services under this Agreement. The Services may be altered by a SOW that identifies modified or additional work to be performed by Contractor and the terms of performance, as mutually agreed and signed by both parties.
2. Relationship of the Parties. Contractor’s relationship with Destination Cleveland is solely that of an independent contractor. Contractor is not an employee, joint venturer, officer, agent, or partner of Destination Cleveland. This Agreement is not intended to and does not create an employment relationship between Destination Cleveland and Contractor and does not make Contractor an employee of Destination Cleveland or any of its related or associated entities. Neither Contractor nor Contractor’s agents or employees, if applicable, shall be deemed to be employees or agents of Destination Cleveland or any related or associated entities. This Agreement does not entitle Contractor nor Contractor’s agents or employees, if applicable, to receive or participate in any employment benefits provided by Destination Cleveland to its employees, including, but not limited to, worker’s compensation insurance, retirement plans, unemployment insurance, and health, welfare and other fringe benefits. Contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or negotiate any contract or to undertake any commitment or obligation for, in the name of, or on behalf of Destination Cleveland. Contractor may engage in other business activity and provide services to other entities consistent with Contractor’s ability to fulfill the commitments and obligations in this Agreement.
3. Confidentiality and Non-Disclosure Agreement.
a. Confidential Information. Contractor agrees and acknowledges that during its engagement, Contractor will be exposed to confidential and proprietary information and trade secrets of Destination Cleveland. ”Confidential Information” means all non-public, confidential, or proprietary information disclosed by Destination Cleveland to Contractor or its employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (“Representatives”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” including, without limitation, the Destination Cleveland’s marketing and sales strategies, practices, processes, and databases, branding information, plans, and strategies, Destination Cleveland financial information, proprietary ideas and plans, operational procedures, existing and/or contemplated products and services, software, schematics, research and development, partner information, plans, and strategies, pricing information, markup information, prospect lists, information related to conventions, organizers, and attendees, including but not limited to contact information, partner and prospect needs and preferences information, non-public employee information, the methods and operations of the Destination Cleveland as they exist from time to time, Personal Information, and any other non-public information related to the Destination Cleveland and its business and operations. “Personal Information” includes an individual’s first name and last name or first initial and last name in combination with any of the following: the individual’s social security number, birth date, tax I.D. number, social insurance number, driver’s license number, state issued identification card number, financial information, healthcare information, or credit or debit card number. Contractor will comply and require its Representatives to comply with all applicable federal, state, and local data protection laws and regulations in the maintenance, disclosure, and use of all Personal Information contained in any Confidential information.
b. Non-Disclosure. Contractor shall use the Confidential Information only for purposes of its authorized engagement to perform the Services as an independent contractor of Destination Cleveland. Contractor shall treat all Confidential Information with the same degree of care as Contractor accords to its own Confidential Information, but in no case less than reasonable care. Contractor further agrees that it shall disclose Confidential Information only to those of its employees or other persons who need to know such information, and Contractor certifies that such employees or other persons have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Contractor under this Agreement. Recipient shall be responsible for any disclosure of Confidential Information in violation of this Agreement by any of its respective employees or other agents, and agrees to immediately give notice to Destination Cleveland of any unauthorized use or disclosure of Destination Cleveland’s Confidential Information. Contractor agrees to assist Discloser in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. Furthermore, except as required by law, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties.
c. Ownership of Confidential Information. All Confidential Information in any form shall be the exclusive property of Destination Cleveland. Upon request by Destination Cleveland at any time, and upon termination of this Agreement, Contractor shall immediately return to Destination Cleveland, and shall not retain in any form or manner, all Destination Cleveland Property. Contractor agrees that it acquires no property rights or claim to the Confidential Information or any other property of the Destination Cleveland or its partners.
d. Survival. Contractor’s confidentiality and non-disclosure obligations under this Section 3 shall survive termination of the Agreement and any SOW.
4. Taxes. Contractor and its employees and agents, if any, are solely responsible for all federal, state, and local income and other taxes related to the Fees paid to Contractor. Contractor will indemnify Destination Cleveland for any and all tax obligations that Destination Cleveland may incur as a result of the remuneration to Contractor and its employees and agents.
5. Notice Pursuant to the Defend Trade Secrets Act. The parties agree to, and Contractor takes notice of, the Notice Pursuant to the Defend Trade Secrets Act. Notwithstanding anything to the contrary in this Agreement or any other agreement between the parties, the parties understand and agree that nothing in this Agreement or any other agreement between the parties prohibits, or is intended in any manner to prohibit, either party or any of their representatives from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation and neither party nor any of their representatives (i) needs the prior authorization of anyone to make any such reports or disclosures, or (ii) is required to notify the other party that such reports or disclosures have been made. Without limiting the foregoing, nothing in this Agreement is intended to interfere with or restrain the immunity provided under 18 U.S.C. Section 1833(b) for confidential disclosures of trade secrets to government officials, or lawyers, solely for the purpose of reporting or investigating a suspected violation of law; or in a sealed filing in court or other proceeding. The parties shall ensure that they comply and give the requisite notice of immunity set forth in Section 1833(b) in any agreement, including any updates, either enters into with any employee, consultant or contractor working on the subject matter/project at issue in this Agreement.
6. Specific Performance. Contractor expressly agrees that its material breach of any of the material terms and conditions of this Agreement may result in irreparable harm to Destination Cleveland, and Destination Cleveland shall, in addition to any other remedy provided herein or by law or in equity, be entitled to seek appropriate equitable relief, including injunctive relief and specific performance. Contractor further agrees to pay any and all legal fees, including without limitation, all attorneys’ fees, court costs, and any other related fees and/or costs incurred by Destination Cleveland in enforcing this Agreement.
7. Notice. Any notice required shall be deemed delivered when personally transmitted or transmitted via certified mail or overnight courier, postage prepaid and return receipt requested, to the address of Destination Cleveland or Contractor set forth herein.
8. Assignment. This Agreement shall inure to the benefit of and shall be binding upon each party’s successors and assigns. Neither party shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party.
9. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to conflicts of laws principles.
10. Venue. Each party irrevocably consents to the exclusive jurisdiction of the Cuyahoga County Court of Common Pleas, or to the extent available, the U.S. District Court for the Northern District of Ohio, to resolve any dispute arising out of or relating to this note and irrevocably waives, to the fullest extent permitted by applicable law, any defense of inconvenient forum and any objection to such venue.
11. Severability. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect.
12. Amendment; Waiver. This Agreement may be amended only by mutual written agreement of the parties. No waiver by either party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving party.
13. Entire Agreement. This Agreement, together with the NDA and all SOWs, represent the entire agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts and understandings with respect to its subject matter.
14. Counterparts. This Agreement may be executed in counterparts, including electronically, which taken together shall constitute one Agreement.