INDEPENDENT CONTRACTOR AGREEMENT
- The Parties. This Agreement is made between:
Client: California Yachts LLC, DBA San Diego Yacht Charter Company, & San Diego Yacht Crew Company & with a mailing address of 1620 South Charting, City of Springfield, State of Missouri, (“Client”)
Contractor: ____________________ with a mailing address of _______________________________, City of ____________________, State of ____________________ (“Contractor”).
WHEREAS the Client intends to pay the Contractor for Services provided, effective ____________________, 20___, under the following terms and conditions:
- The Services. The Contractor agrees to perform the following: Provide Boat/Vessel Services on Yachts in Southern California.
Hereinafter known as the “Services”. Client is under no obligation to provide any specific amount or time or work or dollar amount of Services to Contractor. Contractor will work on an as needed basis for Client.
Contractor is under no obligation to accept work, however when Contractor does accept work either orally or in writing Contractor shall provide services to Client at a specific date and time. If Contractor accepts work and then fails to show for work on time, a penalty equal to $500 shall be deducted from Contractors payment from past completed work or future work, or Contractor shall pay penalty via check directly to Client within 10 days, at the sole discretion of Client.
- Credentials Required at Work. Contractor agrees to have in his/her possession at all times while performing work a valid United States Coast Guard credentials, if required by law for that duty. In the event that Client is fined for Contractor not having valid credentials, then Contractor shall pay such fines to Client for reimbursement within 10 days.
- Required Safety Equipment. It is the responsibility of the Contractor to ensure all United States Coast Guard required safety equipment is on board vessel and functional prior to each trip. Contractor shall immediately notify Client if any equipment is not present or is not functional or valid. In the event that Client is fined for Contractor not having valid safety equipment on board vessel, then Contractor shall pay such fines to Client for reimbursement within 10 days.
- Passenger Maximum Aboard Vessel. It is the responsibility of the Contractor to ensure the maximum legal limit of the number of passengers aboard vessels is not exceeded. In the event that Client is fined for Contractor exceeding vessel passenger limits, then Contractor shall pay such fines to Client for reimbursement within 10 days.
- Emergencies. Contractor shall notify Client via telephone as soon as practicable of any medical emergencies, injuries to any person, any person that becomes legally intoxicated, or any person that is unable to take crew member instruction or don a life jacket, or if any part of the vessel becomes inoperable. If asked by Client at any time, Contractor shall provide a written description of events that took place during any emergency within 5 days of request.
- Payment. In consideration for the Services to be performed by the Contractor, the Client agrees to pay the following:
Payment will be through an employment Agency known as: Captain for You. Captain for You is responsible for paying Contractor directly. Contractor holds harmless and indemnifies Client from any payments not received by Captain for You Agency.
Completion shall be as completing a trip on the designated yacht at the designated date and time of trip and returning boat to its original pickup location at the scheduled arrival time.
- Termination. This Agreement shall terminate upon Client Terminating the agreement via text, phone call or writing to the other party. If contractor wishes to terminate agreement, Contractor shall provide 14 days notice via phone call, text or writing to Client.
- Independent Contractor Status. The Contractor, under the code of the Internal Revenue Service (IRS), is an independent contractor, and neither the Contractor’s employees or contract personnel are, or shall be deemed, the Client’s employees. Contractor specifically desires and intends to operate as an independent contractor; and as an independent contractor, Contractor is not entitled to workers’ compensation benefits provided by Client, or unemployment benefits following termination of the parties’ relationship, and Contractor is required to pay all federal, state, and local income taxes on any monies earned pursuant to this Agreement.
- Federal and State Taxes. Under this Agreement, the Client shall not be responsible for:
Withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes from the Contractor’s payments to employees or personnel or make payments on behalf of the Contractor; Make federal or state unemployment compensation contributions on the Contractor’s behalf; and the payment of all taxes incurred related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Contractor is not a corporation, all applicable self-employment taxes. Upon demand, the Contractor shall provide the Client with proof that such payments have been made.
- Indemnification. The Contractor shall indemnify and hold the Client harmless from any loss or liability from performing the Services under this Agreement.
- Confidentiality. The Contractor acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Contractor in order for the Contractor to perform their duties under this Agreement. The Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client’s prior written permission except to the extent necessary to perform Services on the Client’s behalf.
Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and information belonging to customers and suppliers of the Client about whom the Contractor gained knowledge as a result of the Contractor’s Services to the Client. Upon termination of the Contractor’s Services to the Client, or at the Client’s request, the Contractor shall deliver to the Client all materials in the Contractor’s possession relating to the Client’s business. The Contractor acknowledges any breach or threatened breach of confidentiality that this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client’s rights and remedies otherwise available at law.
- Proprietary Information. Proprietary information, under this Agreement, shall include:
The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product;
Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Client will be entitled to use Contractor’s name and/or likeness in advertising and other materials.
- No Partnership. This Agreement does not create a partnership relationship between the Client and the Contractor. Unless otherwise directed, the Contractor shall have no authority to enter into contracts on the Client’s behalf or represent the Client in any manner.
- Governing Law. This Agreement shall be governed under the laws in the State of California, San Diego County. Personal jurisdiction and subject matter jurisdiction shall be in San Diego California.
- Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.
- Breach Waiver. Any waiver by the Client of a breach of any section of this Agreement by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor.
- Endurement. This agreement shall endure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, legal personal representatives, successors and permitted assigns.
- Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Employer and Employee or Contractor.