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  • please help explain this contract doc for me!!

    Hi everyone. I got offer this 3 months contract job and will be one year contract if things go well. The thing is that I don't fully understand what the contract says. So can someone please explain to me what I am about to paste on here.

    Here is the first one:
    "employer" initial payment to Consultant will be made 30 days after Consultantís start date, but will only cover the first half-month. Subsequent "employer" payments to Consultant are based on half-month service performance increments, leaving a half to one-month gap between services performed and payments made.

    So does this mean that I will only get pay for only two weeks out of the first month? So when will I get pay for the other two weeks?

    This is the important one. Please, help me explain this one.

    Here it is:

    In the event of contract expiration or termination Consultant agrees to a non-compete agreement that will be in effect for no less than one year after the last day of service. If during that year, "employer" has reason to believe that the Consultant is or has performed services for any "employer" client, affiliate, vendor or subcontractor, Consultant agrees to forfeit any outstanding invoices unpaid by "employer" to Consultant. Additionally, Consultant agrees to pay the equivalent lump sum of Consultantís two-month performance payment average gross earnings to "employer" within 30 days of "employer" notice.

    So does this mean that if I get fire or the contract expire, I will have to pay the employer two months of my working period? Or this only applies to only if they find out that I work for their clients? What I really confuse on is the bold text. Please, explain this to me.

    Thank you very much.

  • #2
    I forgot to add this section. The job is suppose to be three months long, and after that if I like it, then it will become one year contract. Here is what the contract says:

    We are delighted to have you join us at "employer" as an Independent
    Contractor (Consultant). Your start date is anticipated to be Monday, May 2007. We will review this contract with you after approximately three months and again one year from this start date.

    So does this means that after 3 months I can quite if I want to right? Not that I want to but just want to know my rights. Also, after that 3 months period, it will become one year but since I already work 3 months, then I will only need to work 9 more months right?

    Thanks again for any help.

    Comment


    • #3
      To me, it sounds like that after 3 months, you sign up for another separate contract that is for 1 year from the date of the contract.

      I'm not a lawyer...

      Non compete stuff always gets me. I understand an employer wanting to protect themselves from contractors that steal their clients, but what if the clients fire the company on their own terms? It happens all the time. Can a contractor pick up where the employer has left off?

      Consultant agrees to a non-compete agreement that will be in effect for no less than one year after the last day of service.
      No less than 1 year. Does that mean 1 year or does that mean more than 1 year?

      Sorry, I'm no help here at all.
      It is more fun to talk with someone who doesn't use long, difficult words but rather short, easy words like "What about lunch?" Ė Winnie the Pooh

      Comment


      • #4
        That non-compete needs a lawyer to look at it.
        Or you ask the employer first to provide a list of all their clients, subcontractors, vendors and affiliates.

        The vendor thing is just plain wrong. If you want to do freelance for someone who maybe does the printing for this company, you can't, according to this agreement. Careful what you sign. I'm no lawyer but I'd think twice.

        Comment


        • #5
          • basically what it means, is that you're working two weeks in hand. whatever you work, they will owe you two weeks money.
          • if you get fired/quit any time during the 3 month contract, you are not allowed to work for anyone involved with the company for exactly one year (no more - no less). also if you are discovered taking on any extra work from subcontractors etc affiliated with the co. you would get fired. if you do either, you have to pay them two months 'wages' as a penalty. PD is right on getting the list of all entities involved. wise.
          • when your 3 month period contract expires naturally, you will have to sign a new contract if you want to continue there. you have the choice of leaving, but if you decide to stay, the contract would be extended for 9 more months but under the new contract's terms and conditions.



          it's all pretty standard here i think. sounds like a usual contractor contract here in the uk. I was offered the very same thing but other situations altered mine and i've ended up on a standard yearly contract.
          Last edited by captain spanky; 05-15-2007, 11:14 AM.
          The beginning is always today.

          Comment


          • #6
            Oh yeah then a list from the employer is definately a good idea. When I was young and stupid I signed a non compete that said I couldn't work for any competition within a certain area. I should have got a list of the competition. What is competition? It was a copy centre, so is competition other copy centres or anyone dealing in design? It didn't matter because I moved and didn't work in that area again.
            It is more fun to talk with someone who doesn't use long, difficult words but rather short, easy words like "What about lunch?" Ė Winnie the Pooh

            Comment


            • #7
              Thanks for all the replies. So all I should do is ask the employer for their list of clients and try to remember those clients so that I should not work with them in case I get fire or quit? Was that what "non compete" means? I just want this to start me out because I'm an entry level and trying to get experience. I really don't want to put myself in trouble.

              There is also other 5 pages of contracts, but the employer told me not too worry to much about it. Anyways, should I have a lawyer or someone to verify this contract for me?

              Thanks

              Comment


              • #8
                i think i got a little mixed up in my post above... as far as i understand it, 'non-compete' clauses arise from a situation where you may or may not hold priviledged information about the company you work for, therefore the company don't want you to work for the opposition and give away some of their secrets. OR if you offer your services direclty to others in the same field as your employer (thus detracting from their possible income, if you know what i mean)
                this link may help = HERE
                basically, they don't want you taking any of their custom away from them in anyway. If you just work for them and do nothing on the side, don't worry about it.
                Last edited by captain spanky; 05-15-2007, 02:30 PM.
                The beginning is always today.

                Comment


                • #9
                  "There is also other 5 pages of contracts, but the employer told me not too worry to much about it. Anyways, should I have a lawyer or someone to verify this contract for me?"

                  Absolutely get a lawyer to look at it and explain what it all means. I would worry alot about 5 more pages, especially if the employer said not to worry about it. Maybe it is nothing to worry about. Maybe it is something to worry about. Don't take their word for it. They are looking out for their best interests, not yours. Don't sign it if you don't know what you are signing. You may be putting yourself in a very bad spot. Better safe than sorry is a good rule to live by.

                  Comment


                  • #10
                    good ol' wikipedia...

                    http://en.wikipedia.org/wiki/Non-compete_agreement

                    The beginning is always today.

                    Comment


                    • #11
                      i think these guys are right on target. i agree that your contractor is wanting to make sure they protect themselves, but this seems -- at least from across the pond in the u.s. -- to be a bit restrictive. like PD and Buda said, you could find yourself not being able to work for any of the printshops or mailhouses around for a year. yikes.

                      if you can abosolutely swing it, you should try to get a lawyer to take a look at it. they may not charge much considering you're just starting out, especially if you explain your situation to them. pages of contracts that they don't want you to worry about? ugh. never sign without reading the fine print. that makes me nervous.
                      Remember: Wherever you go, there you are.

                      Comment


                      • #12
                        I'm a little bit nervous now. I know that as long as I don't quit or get fire, and don't do anything on the side, I should be fine. However though, I just want to be a on a safe side. I really don't want get a lawyer involve, because I don't have that much money to spend. But let say if I do, should I have the lawyer sign anything for proof? Anyways, I'm posting up the other 7 pages (not 5 I though), so if anyone have to time to read it and tell me not to worry about it, I am really appreciated. I mainly need to understands the ones in bold. I kind of understand that it just a term of agreement, standard work information, but I just want to get other's opinion.

                        Here it is:




                        WITNESSETH:





                        WHEREAS, "employer" has a requirement for professional services involving information



                        technology; and WHEREAS, the Consultant is by reason of knowledge, education, and/or experience, capable of performing such work, and desires to perform such services for "employer" subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and of the mutual consideration and agreements hereinafter contained, the Parties agree as follows.



                        1. Appointment of the Consultant



                        a. The Consultant is hereby appointed to perform professional services on behalf of "employer" consisting of such activities, but not limited to, as specialized information technology services in support of the "employer."



                        c. Neither the making of this Agreement nor the performance of its provisions shall be construed to constitute either party an agent, employee, partner,joint venture, or legal representative of the other party. Each party acknowledges that it has no right or authority to create any obligations, representations or responsibilities, express or implied, on behalf of the other party, nor to bind the other party in any manner whatsoever, except as expressly defined within the provisions of this Agreement.



                        b. The Consultant shall invoice "employer" for services rendered, which shall be paid within 5 working days following receipt of payment for those services from the client. Invoices will be submitted monthly, and will include the following information.
                        (1) Period covered by invoice. (2) Name of consultant, number of
                        hours expended, labor rate indicated below, and total costs for the period, (3)
                        Cumulative totals of hours expended and costs to date, (4) Total travel costs
                        for the period, (5) cumulative travel costs to date.
                        c. Reimbursement for services rendered will require a certification on each invoice that the hours expended in support of invoice were actually performed
                        for the period for which payment is solicited.

                        d. Reimbursement of expenses will require prior authorization in writing and delivery of proper receipts from a bona fide vendor in original form.


                        h. All travel claims are due to the "employer" technical representative within five working days after completion of the travel. A written Report of Travel, in a format selected by the Consultant, detailing at a minimum the purpose and dates of the trip, the activities/agencies and people visited, and the results accomplished, must be submitted at the same time as the Travel Claim. The Report of Travel should be submitted by email, and sent to
                        "employer". "employer" estimates that the services of the Consultant will be provided on a full time basis. Invoices for work performed will exclude hours for vacation, holidays, or time worked on assignments not authorized by "employer". Payment for overtime premiums is not authorized.






                        Consultant Responsibilities


                        The Consultant will be responsible for:



                        a. Completing and expeditiously providing to "employer" the IRS Form W-9.
                        b. Arranging for all deliverable products.

                        c. Following "employer" administrative procedures for travel.(this does not means I will have to travel do I?)
                        d. Adhering to "employer" facility security policies and procedures.
                        e. Preparing and submitting timely invoices for services rendered.
                        f. The Consultant shall provide reports of costs incurred and work accomplished to "employer" as may be specified by "employer" technical representative.

                        h. At the end of each calendar year, "employer" will file with the Federal Government an Information Form 1099 (indicating me, SS/Federal ID #
                        ________), reporting all payments made to the Consultant for professional

                        services under this Agreement during the calendar year just ended.





                        3. Terms of the Agreement




                        This Agreement shall be effective continuously from the date hereof through May, 2008. "employer" has the option, at its sole discretion, to extend the period of performance for an additional year through May 21, 2008. ( does mean the employer has the right to make me work for them for another year?)Either party may terminate this Agreement as to any future transactions at any time by giving written notice of such termination at any time on thirty (30) days prior written notice to the other. Upon such termination, "employer" shall be obligated to compensate the Consultant for all services actually rendered to the date of termination, but shall not be obligated for any sums in excess thereof.



                        4. Standards Applicable to the Work and Conduct of the Consultant



                        b. The Consultant shall refrain from any conduct that will cause, or may tend to cause, injury to "employer". Activities on the part of the Consultant that are specifically prohibited include obtaining sensitive procurement or proprietary information that is not yet officially available to the public.
                        c. The Parties hereby warrant that this Agreement is not based on fees that are contingent upon obtaining Government business.



                        d. The Consultant warrants that he or she has not been convicted of fraud or
                        other Federal Government contract-related felonies.

                        e. The Consultant warrants that he or she is familiar with and will be bound by
                        the procurement integrity provisions of the Federal Acquisition Regulation
                        (FAR) Part 3, as supplemented. The Consultant will sign a procurement integrity certificate if needed for the procurement in which the Consultant is providing services to "employer". The Consultant further warrants that he or she has not entered into any practice that would violate those provisions at the time of entry into this Agreement and will not violate them during the period of performance of this Agreement. Any matter that may raise a question of procurement integrity will be promptly identified to "employer". Likewise, "employer" will notify the Consultant of any dates set by the Government that identify the official start of a procurement in which "employer" has an interest.
                        f. "employer" will obtain prior written approval from the Consultant before a resume or similar type information and data is included in any "employer" proposal for future marketing or Bid and Proposal activity.





                        5. Covenants of the Consultant






                        a. Proprietary Information. The Consultant recognizes that it is necessary for



                        "employer" to retain for its exclusive use and benefit and to withhold from its competitors, competitors of its clients, and the public generally certain knowledge and information (hereinafter sometimes referred to as "Proprietary Information") including, but not limited to, various trade and business secrets, lists of clients and customers of clients, billing practices, market studies and surveys, contracts, leases, and financial information, including earnings and details as to assets and liabilities. The Consultant further recognizes that in the course of the performance of this Agreement he or she may be given or may have access to or obtain, directly or indirectly, such Proprietary Information. The Consultant hereby covenants and agrees with "employer" that during and after the term of engagement hereunder the Consultant will not divulge or appropriate to his own use of or the use of others, except as authorized in writing, such Proprietary Information obtained by the Consultant during the course of his engagement relating to the business of "employer" or any of its clients.
                        b. Relations with "employer" Clients. The Consultant agrees that during and for a period of one year after the expiration of this Agreement, he or she will not independently or as the representative of another business organization, utilize information and/or work performed under this Agreement to solicit business from any other organization. The Consultant agrees that breach of this clause will forfeit any outstanding debts owed by "employer" to Consultant. Consultant further agrees to provide "employer" 50% of any gross fees collected or billed from "employer"í clients or sub-contractors and "employer"í client contractors or sub-contractors that exclude "employer".

                        In any event, the Consultant agrees and will promptly submit to an audit requiring all Consultants provide all Consult






                        antsí clients invoicing and Consultantsí tax documentation and financial reports to "employer" for verification.






                        6. Non-Assignment






                        It is understood and agreed that this Agreement is for the rendering of services by the Consultant and that none of the contemplated services may be subcontracted or assigned to anyone other than the individual authorized to perform under this Agreement without the prior written consent of "employer".





                        7. Consultant Liability






                        a. The IC shall be liable for and shall at all times defend




                        , indemnify and hold



                        harmless "employer", "employer" clients, affiliates, its personnel, agents and employees from and against any and all loss, damage or injury






                        , including property damage, personal injury and death, which may be sustained by any person or




                        persons, whether they be employees, agents or representatives of the parties

                        hereto, or third persons, as a result of the ICís performance of this contract.

                        The IC also shall be liable for and shall at all times defend, indemnify and hold
                        harmless "employer", "employer" clients, affiliates, its personnel, agents and employees from and against any and all public or private environmental claims or liabilities arising from the ICís performance of this contract; public or private environmental claims or liabilities shall include but not be limited to civil and criminal penalties, natural resource damages, response costs, cleanup and remediation, damage to government and third party property, and any other thirdparty liability.
                        b. In the event any such claim or demand is made upon "employer", "employer" clients, affiliates, its personnel, agents or employees, or in the event any suit therefore is instituted, "employer" shall give immediate notice of such claim or suit to the IC and will refrain from any payment or demand with respect to such claim or suit without first allowing the IC a reasonable opportunity to resolve the claim.
                        The ICís liability under this clause shall include reimbursement to "employer", "employer" clients, affiliates, its personnel, agents and employees for any judgments, payments or litigation expenses occasioned to them in connection with claims, demands or suits of which notice has been given by CDG.
                        c. The IC releases "employer", "employer" clients, affiliates, its personnel, agents and employees from any liability for any loss, damage or injury, which may be sustained by the IC in the performance of this contract.
                        d. Notwithstanding any other provisions of this clause, the IC shall not be liable for or required to defend, indemnify, hold harmless or release "employer", "employer" clients, affiliates, its personnel, agents and employees for any judgments, payments or expenses arising out of and to the extent of the gross negligence, willful misconduct or criminal acts of "employer", "employer" clients, affiliates, its personnel, agents or employees.

                        Thanks








                        Comment

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