This Agreement is made and entered into on the "Effective Date" listed above, by and between DrawBridge, an Arts Program for Homeless Children ("DrawBridge"), and the "Contractor" listed above, as a Facilitator/Tutor. References to the "DrawBridge" shall be deemed to refer to DrawBridge, an Arts Program for Homeless Children and its subsidiaries and any other entity that directly or indirectly controls, is controlled by, or is under common control with DrawBridge, an Arts Program for Homeless Children.
- Engagement of Services. DrawBridge may issue Project Assignments to Contractor in the form attached to this Agreement as Exhibit A: Project Assignment. A Project Assignment will become binding when both parties have signed it and once signed, Contractor will be obligated to provide the services as specified in such Project Assignment. The terms of this Agreement will govern all Project Assignments and services undertaken by Contractor for DrawBridge.
- Compensation; Timing. Compensation has been set by Contractor. DrawBridge will pay Contractor the sum of $75.00 per group session, payable each month and upon DrawBridge's receipt of monthly attendance records from each group from Contractor. Should a session be canceled with less than 24 hours notice from the site, facilitators will receive a stipend of $50.00 in recognition of their preparation time. DrawBridge will reimburse Contractor's reasonable expenses for art supplies within agreed budgets so long as Contractor has furnished reasonable documentation for said art supplies.
- Independent Contractor Relationship. Contractor's relationship with DrawBridge is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Contractor will not be entitled to any of the benefits that DrawBridge may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits, now or in the future. Contractor is not authorized to make any representation, contract or commitment on behalf of DrawBridge unless specifically requested or authorized in writing to do so by a board member of DrawBridge. Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Contractor's compensation will be subject to withholding by DrawBridge for the payment of any social security, federal, state or any other employee payroll taxes. DrawBridge will regularly report amounts paid to Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law.
4.1 Definition of Confidential Information. "Confidential Information" means (a) any technical and non-technical information related to the DrawBridge's business and current, future and proposed products and services of DrawBridge, including for example and without limitation, DrawBridge Property (as defined in Section 5 ("Ownership and Return of Confidential Information and DrawBridge Property"), and DrawBridge's information concerning research, development, financial information, customer lists, donor lists, foundation lists, business forecasts, sales information and marketing plans and (b) any information that may be made known to Contractor and that DrawBridge has received from others that DrawBridge is obligated to treat as confidential or proprietary.
4.2 Nondisclosure and Nonuse Obligations. Except as permitted in this Section, Contractor shall not use, disseminate or in any way disclose the Confidential Information. Contractor may use the Confidential Information solely to perform Project Assignment(s) for the benefit of DrawBridge. Contractor shall treat all Confidential Information with the same degree of care as Contractor accords to Contractor's own confidential information, but in no case shall Contractor use less than reasonable care. Contractor shall immediately give notice to DrawBridge of any unauthorized use or disclosure of the Confidential Information. Contractor shall assist DrawBridge in remedying any such unauthorized use or disclosure of the Confidential Information. Contractor agrees not to communicate any information to DrawBridge in violation of the proprietary rights of any third party.
- Ownership and Return of Confidential Information and DrawBridge Property. All Confidential Information and any materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished to Contractor by DrawBridge, whether delivered to Contractor by DrawBridge or made by Contractor in the performance of services under this Agreement and whether or not they contain or disclose Confidential Information (collectively, the "DrawBridge Property"), are the sole and exclusive property of DrawBridge or DrawBridge's suppliers or customers. Contractor agrees to keep all DrawBridge Property at Contractor's premises unless otherwise permitted in writing by DrawBridge. Within five (5) days after any request by DrawBridge, Contractor shall destroy or deliver to DrawBridge, at DrawBridge's option, (a) all DrawBridge Property and (b) all materials in Contractor's possession or control that contain or disclose any Confidential Information. Contractor will provide DrawBridge a written certification of Contractor's compliance with Contractor's obligations under this Section.
- Observance of DrawBridge Rules. At all times while on DrawBridge's premises on any site used by DrawBridge, and any third party sites Contractor will observe DrawBridge's rules and regulations with respect to conduct, health, safety and protection of persons and property.
- No Conflict of Interest; Indemnification.
7.1 Conflicts. During the term of this Agreement, Contractor will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with Contractor's obligations, or the scope of services to be rendered for DrawBridge, under this Agreement. Contractor may accept work, enter into a contract or accept any obligation that is not inconsistent with the above. Contractor warrants that, to the best of Contractor's knowledge, there is no other existing contract or duty on Contractor's part that conflicts with or is inconsistent with this Agreement.
7.2 Indemnification. Contractor agrees to indemnify DrawBridge from any and all loss or liability incurred by reason of (i) the alleged breach by Contractor of any services agreement with any third party; (ii) any claim, allegation, or investigation by any private party or governmental agency of a violation of federal, state, or local statutes and regulations relating to the employment or immigration status of an employee or contractor of Contractor; (iii) Contractor's failure to perform its obligations under Section 3 above; and (iv) any third-party claim, including but not limited to claims relating to infringement, arising by reason of Contractor's performance of services under this Agreement.
- Term and Termination.
8.1 Term. This Agreement is effective as of the Effective Date set forth above and will terminate one year from the date written above unless terminated earlier as set forth below.
8.2 Termination by DrawBridge. Except during the term of a Project Assignment, DrawBridge may terminate this Agreement without cause at any time, with termination effective fifteen (15) days after DrawBridge's delivery to Contractor of written notice of termination. DrawBridge also may terminate this Agreement (a) immediately upon Contractor's breach of Section 4 (Confidentiality) or 9 (Noninterference with Business) or (b) immediately for a material breach by Contractor if Contractor's material breach of any other provision under this Agreement or obligation under a Project Assignment is not cured within ten (10) days after the date of DrawBridge's written notice of breach.
8.3 Termination by Contractor. Contractor may terminate this Agreement without cause at any time, with termination effective fifteen (15) days after Contractor's delivery to DrawBridge of written notice of termination. Contractor also may terminate this Agreement immediately for a material breach by DrawBridge if DrawBridge's material breach of any provision of this Agreement is not cured within ten (10) days after the date of Contractor's written notice of breach.
8.4 Effect of Expiration or Termination. Upon expiration or termination of this Agreement, DrawBridge shall pay Contractor for services performed under this Agreement as set forth in each then pending Project Assignment(s). The definitions contained in this Agreement and the rights and obligations contained in this Section and Sections 4 (Confidentiality), 5 (Ownership and Return of Confidential Information and DrawBridge Property), 9 (Noninterference with Business) and 10 (General Provisions) will survive any termination or expiration of this Agreement.
- Noninterference with Business. During this Agreement, and for a period of two (2) years immediately following the termination or expiration of this Agreement, Contractor agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or - other relationship with DrawBridge.
- General Provisions.
10.1 Successors and Assigns. Contractor may not subcontract or otherwise delegate Contractor's obligations under this Agreement without DrawBridge's prior written consent. Subject to the foregoing, this Agreement will be for the benefit of DrawBridge's successors and assigns, and will be binding on Contractor's assignees.
10.2 Injunctive Relief. Contractor's obligations under this Agreement are of a unique character that gives them particular value; Contractor's breach of any of such obligations will result in irreparable and continuing damage to DrawBridge for which money damages are insufficient, and DrawBridge shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate).
10.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered, mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below or to such other address as either party may provide in writing.
10.4 Governing Law; Forum. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in California, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in California, such personal jurisdiction shall be nonexclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Agreement may be brought in any court of competent jurisdiction.
10.5 Severability. If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.
10.6 Waiver; Modification. If DrawBridge waives any term, provision or Contractor's breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by DrawBridge. No waiver by a party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by Contractor. This Agreement may be modified only by mutual written agreement of authorized representatives of the parties.
10.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous agreements concerning such subject matter, written or oral.
Exhibit A: Project Assignment
As a DrawBridge Facilitator/Tutor, I understand and agree to the following responsibilities:
- To develop and lead expressive art programs/groups in collaboration with DrawBridge staff
- To follow and abide by DrawBridge’s Covid-19 Safety Protocols and site partner safety protocols
- To notify DrawBridge staff of changes in schedule or availability as soon as possible
- To assist in program evaluation and distribution of evaluation materials as requested
- To submit attendance, demographic information, testimonials and program photos on a monthly basis
- To submit requests for payment and supplies reimbursement on a monthly basis
- To participate in quarterly training and meetings for facilitators and volunteers