Contract

Welcome to CleanTechnica! If you’re looking to work with CleanTechnica as an independent contractor, we have to sign you up here and gather some tax information first.

Below, you’ll fill out some info and can read the terms of working with CleanTechnica as an independent contractor. Below, we will ask you to submit a copy of your tax documents, either a W9 (US) or W8BEN (foreign). There is a link below to download, fill the form, and re-upload it if you don’t have one already filled out. Any questions about this form, please contact Derek @ cleantechnica.com.

1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform freelance writing, researching, production and editing services, and the Contractor hereby accepts such engagement. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall lay no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Any doubt as to the construction of this Agreement shall be resolved to maintain Contractor’s status as an independent contractor. The Company and Contractor both desire to enter into an agreement to this regard, and the Contractor affirms that he or she understands all the provisions contained in this Agreement, and in the case that he or she requires clarification as to one or more of the provisions contained herein, he or she has requested clarification or otherwise sought legal guidance.  In cases where a local, state or other law places limitations on Contractor’s contributions to the Company in order for Contractor to maintain Contractor’s status as an independent contractor, Contractor and Company agree to comply with any such limits in order to maintain independent contractor status. Contractor is required to disclose these limits to Company upon the Effective Date, and to further disclose any changes in limits imposed by local, state, federal or international law as soon as those limits are in effect.

2. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect on an ongoing basis unless and until terminated by either party for any reason or no reason by the delivery (either via e-mail or as otherwise provided for in this Agreement) of a written notice of termination to the other party.

3. Responsibilities. The following responsibilities mirror Company’s broader values of purposeful work, group progress, and open autonomy. The Contractor represents, warrants and agrees to:

* Be original and not plagiarize any written work elsewhere without expressly citing it in quotes and with links back to original content.

* Be respectful of others’ intellectual property. Do not use photos, videos or other multimedia without express permission to do so, and citation to the original source of that intellectual property.

* Be engaged – make a good faith effort to use the platform, tools, and community resources provided, according to evolving guidelines and best practices, to maximize personal and group impact.

* Be previously unpublished – the material you provide must not have been previously published anywhere in whole or in part.

* Be accurate – do thorough research and identify, as definitively as is reasonably possible, the accuracy of the story you are writing about or editing.

* Be curious – find and cover every interesting angle, come up with innovative ways to connect with readers.

* Ask important questions – create mainstream awareness for under-discussed important topics.

* Help each other succeed – understand that the fortunes of community participants rise and fall together.

* Suggest more – give feedback, and take it; help the best ideas and practices rise to the top.

* Don’t worry too much – there’s a solution for every problem, humor and a useful lesson in every error, and serendipity in everything.

4. Property. All materials, articles, and works created and/or prepared under this Agreement by Contractor and delivered to Company (collectively, “Works”) shall be considered “specially commissioned for use as a contribution to a collective work” and accordingly shall be considered “works made for hire” by Contractor for Company under 17 U.S.C. § 101 and that such Works, and all right, title, and interest (including copyright interest) in such Works, shall, upon their creation, be created for and owned solely and exclusively by Company and Contractor shall have no ownership rights in and to any such Works at any time. To the extent that any such Works may not be considered works made for hire for Company under applicable law, Contractor agrees to assign and, upon their creation, irrevocably, expressly and automatically assigns, transfers and conveys to Company, all right, title, and interest in and to the ownership of such Works, including all copyright rights, together with any and all causes of action accrued in Contractor’s favor for infringement of such Works, without the necessity of any further consideration. This assignment is made without reservation of any rights of any kind now known or hereinafter discovered or granted by law worldwide and forever.  Contractor hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification, that Contractor has or may have in any Works assigned to the Company hereunder.  To the extent that any of the rights assigned herein cannot presently be assigned under applicable law, Contractor agrees to assign such rights as soon as permitted and to execute, from time to time, all documents necessary to confirm such assignment promptly upon request, and hereby irrevocably appoints Company as Contractor’s attorney-in-fact for the purpose of executing such assignments in Contractor’s name.  To the extent that any of the rights assigned herein revert at any time or for any reason to Contractor, Contractor agrees to assign such rights back to Company without cost.
5. Conflicts of Interest. The Contractor represents that s/he is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Unless otherwise agreed, the Contractor is expressly free to perform services for other parties while performing services for the Company. However, to maintain the sanctity of an independent news media company, any conflicts of interest that may influence Contractor’s work for Company must be divulged to Company on or before Contractor’s submission of any work to the Company. If Contractor fails to disclose a conflict of interest, then Company reserves the right to terminate this Agreement, remove Contractor’s work, and/or withhold any earnings from any work delivered where a conflict of interest existed, with no further notice.

 

In general, conflicts of interest exist when commitments are likely to be compromised by the Contractor’s other material interests or relationships (primarily but not limited to economic).

There is a section below to report potential conflicts of interest. You hereby represent and warrant that you will disclose to the Company any current and any future actual and/or potential conflicts of interest as soon as you are aware of such, and to include an express disclosure of such conflict of interest in any Works created under this Agreement.

6. Contractor Representations and Warranties. Beginning on the Effective Date and continuing for the Term of this Agreement, Contractor represents and warrants to Company that a) Contractor is eighteen (18) years of age or older; b) Contractor is fully authorized and empowered to enter into this Agreement and that Contractor is not a party to any restrictions, agreements or understandings whatsoever which would prevent or make unlawful Contractor’s acceptance of the terms set forth in this Agreement or Contractor’s performance hereunder; c) Contractor’s acceptance of the terms of this Agreement and the performance of Contractor’s obligations hereunder do not and will not (with the passage of time) conflict with or constitute a breach or default of any contract, agreement or understanding, oral or written, to which Contractor is a party or by which Contractor is bound; d) Contractor will bear all expenses incurred in the performance of this Agreement, including but not limited to, IT-related hardware and software necessary to perform the services, travel, meals, lodging, books and other research materials, unless the Company desires to cover any of those expenses as permitted by law and in accordance with this Agreement and gives its express written consent to do so; e) Contractor has not been convicted of any felony or gross misdemeanor crimes or offenses other than such applicable crimes and offenses that Contractor has disclosed to Company in writing; f) Contractor will not deliver any Works or materials to the Company which defame any third party, violate or infringe upon any third party’s intellectual property rights, or otherwise plagiarize the original work of another; and g) for each work delivered to Company under this Agreement, Contractor is the sole author, creator, and owner of all rights of any kind in and to such work, that such work complies with all of Contractor’s duties, obligations, and responsibilities under this Agreement, and that, unless Company is notified in writing otherwise, Contractor has full right and authority to assign over all rights to such work to Company and has no obligations to any third parties that would prevent Contractor from transferring any such rights under this Agreement.

7. Insurance. At all times during the Contractor’s status as a Contractor with Company, Contractor is required to carry an insurance policy covering liability for any and all professional services provided to the Company (including, without limitation, covering liability for defamation, the violation or infringement upon any third party’s intellectual property rights and for claims of plagiarism of the original work of another), with a minimum of $250,000 per instance in general liability and an umbrella coverage minimum of $500,000 per instance. During the Term of this Agreement, Company reserves the right to request from Contractor confirmation that Contractor has the required insurance coverage.

8. Liability. The Company shall not be responsible for any costs incurred by the Contractor during their work for the Company as described in this Agreement. Company shall not be liable to Contractor for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability and other torts.

9. Disclaimer of Warranties. The warranties contained herein are the only warranties made by the parties hereunder. Each party makes no other warranty, whether express or implied and expressly excludes and disclaims all other warranties and representations of any kind, including any warranties of merchantability, fitness for a particular purpose, title and non-infringement. Company does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free.

10. Indemnification. Contractor agrees to indemnify, defend, and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from and against any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of or relating to (a) Contractor’s breach of this Agreement or a breach of any representation or warranty in this Agreement; and (b) any Works delivered by Contractor under this Agreement which defames any third party, violates or infringes upon any third party’s intellectual property rights, or plagiarizes the original work of another. Contractor also agrees to indemnify, protect and hold the Company harmless from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to Contractor.

 

Contractor’s obligations hereunder shall include the Company’s cost of defense (i.e., any legal or other expenses incurred including reasonable attorneys’ fees and expenses) including expenses incurred by Company in connection with investigating, addressing, responding to, preparing to defend or defending any claim, lawsuit or other proceeding relating to an Indemnified Claim commenced or threatened or claimed whatsoever whether or not resulting in any liability or final determination or disposition, as well as the payment of any final judgment rendered against the Company.  Contractor’s indemnification obligations shall survive the termination of this Agreement.

 

Upon receiving notice from the Company of any and all claims for which the Company expects indemnification (“Indemnified Claim”), Contractor, at its expense, shall defend with counsel of its choosing (but subject to approval by the Company) any suit or dispose of any claim or other proceedings brought against the Company for which the Company expects indemnification, and shall pay all expenses, including reasonable attorney’s fees, and satisfy all judgments which may be incurred by or rendered against the Company. Company shall reasonably cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement, or discharge of any claim in respect of which indemnity is sought pursuant to this section.   Contractor shall not enter into any settlement with respect to an Indemnified Claim without Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.  In the event Contractor fails to provide a reasonably sufficient defense of an Indemnified Claim, Company may, after written notice to the Contractor, retain its own legal counsel and provide its own defense with respect to an Indemnified Claim, and Contractor shall promptly reimburse (and/or advance to the extent reasonably required) Company for any legal or other expenses (including reasonable attorneys’ fees and expenses) as incurred by Company on an ongoing and continual basis (and in advance of any final disposition of the action, suit or proceeding) in connection with investigating, addressing, responding to, preparing to defend or defending any claim, lawsuit or other proceeding relating to an Indemnified Claim commenced or threatened or claimed whatsoever whether or not resulting in any liability; provided, that if it is finally judicially determined that Company is not entitled to the indemnification provided by this Section, then Company shall reimburse Contractor for any reimbursed or advanced expenses.

11. Successors and Assigns. The rights and obligations of the Company under this Agreement shall be binding on and inure to the benefit of the Company, its successors and permitted assigns. The rights and obligations of Contractor under this Agreement shall be binding on and inure to the benefit of the heirs and legal representatives of Contractor.  This Agreement is personal to Contractor and without the prior written consent of Company shall not be assignable by Contractor nor shall Contractor delegate the performance of any of Contractor’s duties under this Agreement except as otherwise provided for in this Agreement.  Company may freely assign or transfer any or all of its rights or obligations hereunder without Contractor’s consent.  Any such assignment shall not alter the obligations of Contractor under this Agreement.

12. Dispute Resolution.

    (a)  Mediation.  With the exception of any actions brought by Company against Contractor regarding Contractor’s compliance with the provisions of Section 4 (Intellectual Property), Section 6 (Contractor Representations and Warranties), and Section 10 (Indemnification) above, in the event of any dispute, claim, question, or disagreement between the parties arising out of relating to this Agreement or any breach thereof, or the interpretation of any term or condition in the Agreement, or the enforcement of any right or obligation under the same, the parties shall first attempt to resolve and settle their dispute, claim, question, or disagreement in good faith, through mediation conducted by a mediator to be mutually selected.  The parties shall share the cost of the mediator equally.  If, for any dispute or claim for which this mediation provision applies, any party commences a legal or arbitration action without first attempting to resolve the matter through mediation or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if those fees would otherwise be available to that party in any such action.

    (b)  Binding Arbitration.  With the exception of any actions brought by Company against Contractor regarding Contractor’s compliance with the provisions of Section 4 (Intellectual Property), Section 6 (Contractor Representations and Warranties), and Section 10 (Indemnification) above, any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or the breach, interpretation, termination or validity thereof shall be settled by final and binding arbitration administered by Judicial Arbitration and Mediation Services/Endispute (“JAMS”), in accordance with its Comprehensive Arbitration Rules & Procedures in effect at the time of the arbitration, except as they may be modified by mutual written agreement of the parties.  The number of arbitrators shall be one. The venue for such arbitration shall be Las Vegas, Nevada.  The arbitration shall be administered by the parties and the arbitrator in a manner whereby all of the claims, filings and testimony arising out of the arbitration shall be confidential and not disclosed to any other third parties. The language of the arbitration shall be English.  The arbitrator shall apply Nevada law in all substantive rulings.  Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator, provided, however, the arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for all reasonable costs, expenses, and fees incurred by such prevailing party in connection with the arbitration proceeding, including, without limitations, the arbitrators’ fees, administrative fees, filing fees, witness travel expenses, witness fees, expert witness fees, discovery costs, copying and telecommunication charges, messenger fees, document service and document delivery charges, and reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration.  The decision of the arbitrator shall be accompanied by a written opinion stating the reasons for the decision.  Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction.  ALL PARTIES AGREE TO WAIVE TRIAL BY JURY AND ANY RIGHT TO APPEAL.

     

    THE PARTIES HAVE READ AND UNDERSTAND THIS SECTION 13 OF THIS AGREEMENT WHICH DISCUSSES ARBITRATION. THE PARTIES UNDERSTAND THAT BY SIGNING THIS AGREEMENT, EACH PARTY AGREES TO SUBMIT TO ARBITRATION ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE PARTIES’ RIGHT TO A JURY TRIAL AND RIGHT TO APPEAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES UNDER THIS AGREEMENT.

     

    By initialing here and signing below, the Contractor specifically authorizes and acknowledges that they have affirmatively agreed to this binding arbitration provision as required under NRS 597.555..