2016 PREMIER ACADEMY COACH INDEPENDENT CONTRACTOR AGREEMENT

Transcription

1 2016 PREMIER ACADEMY COACH INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is entered by and between PREMIER BASKETBALL CLUB, a Colorado nonprofit youth sports organization ("Company"), and (hereinafter "Independent Contractor"). 1. Engagement. Company agrees to engage the Independent Contractor, and the Independent Contractor agrees to such engagement upon the terms and conditions set forth hereafter. 2. Scope of Engagement of Independent Contractor. Independent Contractor shall undertake and assume the responsibility of performing as coach for and on behalf of the Company with respect to youth basketball programs conducted by the Company. Any modification in or expansion of Independent Contractor's duties hereunder shall not, unless specifically agreed to by the Company in a duly executed amendment to this Agreement, result in any modification of Independent Contractor's scope of engagement or compensation hereunder. 3. Compensation. I understand Premier Basketball Club pays on the following scale dependent on role and age group coached: Premier Academy U10-U13 Head Coach - $ payable in 2 installments of $ on May 15 th and July 15 th for the Spring/Summer season and $ payable in 2 installments of $ on November 15 th and February 15 th for the fall/winter season. Premier Academy U10-U13 Assistant Coach - $ payable in 2 installments of $ on May 15 th and July 15 th for the Spring/Summer season and $ payable in 2 installments of $ payable on November 15 th and February 15 th for the fall/winter season. Premier Academy U14-U17 Head Coach - $ payable in 2 installments of $ on May 15 th and July 15 th. Premier Academy U14-U17 Assistant Coach - $ payable in 2 installments of $ on May 15 th and July 15 th. All travel expenses are covered and pre-paid for both Head and Assistant Coaches. 1

2 4. Terms of Engagement. The parties acknowledge that Independent Contractor is not required to work exclusively for Company, Company shall not set a quality standard for Independent Contractor, and Company will not oversee the actual work, instruct Independent Contractor how the work will be performed, nor dictate the time of performance except that the coaching of youth must be performed at the time clinics and programs are scheduled by the Company, as previously disclosed. Company may not terminate the work Independent Contractor has been engaged to perform under the Scope of Engagement, unless Independent Contractor fails to produce the result that Independent Contractor undertakes upon assignment by Company. Company shall not provide benefits to Independent Contractor. 5. Disclosure of Information. Independent Contractor acknowledges that, in and as a result of the engagement hereunder, Independent Contractor will be making use of, acquiring and/or adding to information of a special and unique nature and value relating to such matters as Company's programs, systems, procedures, manuals, confidential reports, list of clients, pricing methods and pricing lists (collectively "Information"). The Company and the Independent Contractor agree that the Information is confidential to the Company and its employees and constitutes a "trade secret" under Colorado's Uniform Trade Secrets Act in effect as of the date hereof and as may be amended from time to time. As a material inducement to the Company to enter into this Agreement and to pay Independent Contractor the compensation referred to above, Independent Contractor covenants and agrees that Independent Contractor shall not, at any time, during or following the term of his engagement hereunder, directly or indirectly, divulge or disclose, for any purpose whatsoever, any of such Information which has been obtained by or disclosed as a result of Independent Contractor's engagement with the Company. In the event of a breach or threatened breach by the Independent Contractor of any of the provisions of this paragraph, Company, in addition to and not in limitation of any other rights, remedies or damages available to the Company at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or to restrain any such breach by Independent Contractor or by Independent Contractor's partners, agents, representatives, servants, employers, employees and/or any and all persons directly or indirectly acting for or with Independent Contractor. 6. Records of Company. Upon termination of the engagement of Independent Contractor, Independent Contractor shall immediately turn over to the Company all property of the 2

3 Company, including, but not limited to, supplies furnished by the Company, all files and copies of files and accounts, notes, correspondence, final or preliminary drafts, or work in process received or prepared by the Independent Contractor for or on behalf of the Company, any checks, money advanced by or belonging to the Company or received by the Independent Contractor on behalf of the Company, as well as any and all copies of Information. The Independent Contractor shall make an accounting to the Company for all money received by Independent Contractor in which the Company has any interest. 7. Enforceability. In the event of the breach by the Independent Contractor of any of the terms and conditions of this Agreement, it is understood that the Company does not have an adequate remedy at law, and therefore shall have the right and remedy to restrain and enjoin Independent Contractor from any known violations or threatened violations of this Agreement by injunction, restraining orders, or similar proceeding instituted in any court of competent jurisdiction. The Company shall be entitled to an accounting and repayment of all profits, compensations, commissions, remunerations or benefits which Independent Contractor directly or indirectly has realized and/or may realize as a result of any violation of this Agreement. Additionally, the Company shall be entitled to recover its attorney s fees and all litigation expenses incurred in the enforcement of any covenant contained in this Agreement. Further, the Company shall have any other remedies available to it in law or equity, including the remedies provided hereunder which shall not be exclusive. 8. Assignment. This Agreement is assignable by Company to any affiliate or successor entity that, in writing provided to Independent Contractor, agrees to the terms, conditions, and provisions of this Agreement and assumes all obligations hereunder, and provided that such assignment shall not release Company from its obligation hereunder. As used in this Agreement, the term "Company" shall include any entity to which this Agreement shall have been assigned by Company. Independent Contractor acknowledges that this is an engagement for personal services and shall not be assigned by Company without the express written consent of Company. Any attempted assignment without written consent of Company shall be void ab initio, and of no force or effect. 9. Binding Effect. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and permitted assigns. 3

4 10. Governing Law and Selection Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to principles of conflicts of laws. Any action brought between the parties may be brought only in the state courts located in Jefferson County, Colorado. Each party consents to jurisdiction in that location and agrees not to bring action in any other jurisdiction, unless the parties expressly agree in writing to waive this requirement or to the extent required to enforce any judgment or order issued by such federal or state court in Colorado. 11. Sole Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to the engagement contemplated hereby and may not be changed or amended orally. No change, termination or attempted waiver of any of the provisions of this Agreement shall be of any effect unless the same is set forth in writing and duly executed by the party against which it is sought to be enforced. 12. Attorney Fees. If any legal action, arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be awarded all costs and reasonable attorneys fees incurred in that action or proceeding, in addition to any other relief to which it may be entitled. 13. Notices. All notices required or permitted hereunder or under any related agreement or instrument will be deemed delivered when delivered personally or mailed, by certified mail return receipt requested or registered mail, to the parties at the addresses detailed in the signature line or to such addresses as the respective parties may in writing hereafter direct. 14. Acknowledgment of Independent Contractor. INDEPENDENT CONTRACTOR UNDERSTANDS THAT IF HE OR SHE IS INJURED WHILE PERFORMING WORK FOR COMPANY, HE OR SHE WILL NOT BE ENTITLED TO WORKERS' COMPENSATION BENEFITS OF ANY NATURE FOR ANY SUCH INJURY UNDER COMPANY'S INSURANCE POLICY. INDEPENDENT CONTRACTOR FURTHER UNDERSTANDS THAT HE OR SHE IS REQUIRED TO PROVIDE WORKERS' COMPENSATION INSURANCE FOR ALL OF HIS OR HER OWN EMPLOYEES. IF INDEPENDENT CONTRACTOR ENGAGES EMPLOYEES TO PERFORM SERVICES HEREUNDER IN THE EVENT OF COMPANY WRITTEN AUTHORIZATION, INDEPENDENT CONTRACTOR SHALL PROVIDE A CERTIFICATE OF INSURANCE EVIDENCING ALL COVERAGES FOR SAID EMPLOYEES REQUIRED UNDER COLORADO LAW. SAID CERTIFICATES, ACCEPTABLE TO AND APPROVED BY COMPANY IN ITS SOLE DISCRETION, SHALL BE A CONDITION PRECEDENT TO THE PERFORMANCE OF THIS AGREEMENT BY ANY SUCH EMPLOYEES OF INDEPENDENT CONTRACTOR. INDEPENDENT CONTRACTOR FURTHER UNDERSTANDS THAT, AS AN INDEPENDENT CONTRACTOR, HE OR SHE IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY COMPENSATION EARNED UNDER ITS ENGAGEMENT WITH COMPANY, AND THAT COMPANY 4

5 WILL NOT WITHHOLD FROM INDEPENDENT CONTRACTOR S COMPENSATION FOR THE PURPOSE OF SATISFYING INDEPENDENT CONTRACTOR S INCOME TAX LIABILITIES. COMPANY By: Name: Title: Date: Address: INDEPENDENT CONTRACTOR By: Name: Title: Date: Address: 5