Independent Contractor Agreement for BHM Born
The Independent Contractor Agreement (“Agreement”) is made and entered into as of the date signed and between Birmingham Born, LLC, an Alabama limited liability company (“Company” ) and the doula/contractor named below (“Contractor”).
WHEREAS, Company is engaged in the business of providing birth and postpartum care services including doula support, lactation, and infant feeding, nutrition and and/or other related services
WHEREAS, Contractor has been retained by Company to perform those certain one or more of the above services as described in established scope of practice hereto
WHEREAS, Company desires to engage Contractor and Contractor desires to provide one or more of the above services to Company in accordance with the terms and conditions of this Agreement
IN CONDSIDERATIONS of the recitals and the mutual covenants contained in this Agreement, Company and Contractor agree as set forth below.
Engagement: Company engages Contractor to provide the services set forth in established scope of practice and Contractor accepts such engagement upon the terms and subject to the conditions set forth in this Agreement.
The following apply to the engagement of Contractor.
Company will not oversee Contractor’s work on a day to say basis;
Contractor shall be compensated at the rate set forth in compensation agreement for each appointment pursuant to the terms set forth in this Agreement;
Company will not provided Contractor with training except for an initial BHM Born onboard training and opportunities for continuing education;
Company will not provide Contractor wit any tools or supplies necessary to perform the services set forth in established scope of practice, except the initial materials provided to the Contractor to ensure a client standard of care. the Company will also provide the Contractor with Client Information (as defined herein) with Contractor so that Contractor can perform its duties under this Contract;
Company will not dictate when Contractor conducts its duties, as Contractor, in its sole discretion, will determine its schedule using Company’s scheduling software;
Company’s business operations are separate and distinct from Contractor’s business operations;
Company does not require Contractor to work exclusively for Company, but does require Contractor to be honest and forthright when dealing with clients and schedules.
Term: The Term of this Agreement shall commence on the Effective Date and shall automatically renew each mother thereafter unless (i) earlier terminated by Company, in its sole discretion, or (ii) Contractor provides Company four (4) weeks written notice of termination. In the event of any termination, Company shall have no further obligation under this Agreement to make any payments to Contractor from and after the date of termination. No Compensation may be earned or accrued after the date of termination of the Agreement.
Compensation: As compensation for the performance of services under this Agreement and Contrctor’s observance and performance of all of the provisions of this Agreement, Company shall pay to Contractor, and Contractor shall accept from Company, (i) the rate set forth in compensation agreement for each completed appointment, pursuant to the Services Agreement between Client and Company. Company shall pay Contractor an hourly rate equivalent to 50% of Contractor’s established hourly rate, for the scheduled number of hours (“the Cancellation Compensation”)if the clients cancel within 24 hours of shift. In no event will Company compensate Contractor for Client cancellations within forty-eight (48) hours of a scheduled appointment with Contractor if the cancellation is due to family illness or family emergency or if Company does not received cancellation payment from Client. Additionally, in no event will Company compensate Contractor in instances where, with Company’s and Client’s permission, Contractor chooses to shadow other Company home visits for professional development purposes.
Notwithstanding the foregoing, Company’s payment of any Compensation owed to Contractor is contingent upon Contractor’s accurate and complete entry of hours logged for each scheduled appointment in Company’s software application of the same day the service were performed, and also contingent upon Company recieveing good and valuable funds form Client for the service provided. Company calculates any compensation logged by Contractor in the software application on the first (1st) of each month. Contractor will receive compensation by at least the 10th of each month. Contractor will not be paid for any pay periods that contractor doesn’t work.
The compensation structure contemplated under this Agreement has been established by the Parties through good faith and arm’s length bargaining and the Parties agree such compensation structure is the fair market value of the services rendered by Contractor.
Contractor acknowledges that its status as an undefended contractor under this Agreement does not create an employee partner or agency relationship with Company. Accordingly, Contractor is solely responsible for withholding all applicable taxes. Contractor further acknowledges that as an independent contractor, it has no claims, rights, or entitlements to vacation, sick, PTO, fringe benefits, social security benefits, worker’s compensation, health, disability or retirement benefits, unemployment insurance benefits, or other employee benefits.
For the purpose of complying with the Federal Tax Code, all Contractors will complete a W9 before commencing work.Expenses: Contractor will be responsible for all expenses incurred related to duties performed under this Agreement. Such expenses may include but are not limited to postpartum doula care home visit bag, supplies specific to Contractor’s doula services and phone, tablet and/or computer to install and run Company’s scheduling software application.
Contractor’s Rights of Refusal: Contractor has the right upon reasonable notice to Company, where practicable, to refuse to perform services for a Client. Should Contractor feel unsafe or threatened by a Client, or by a condition in Client’s home, Contractor shall immediately alert Company to Contractor’s concerns.
Representatives of Contractor Credentials: Contractor represents and warrants that: (a) Contractor is nt a party to or bound by any agreement or commitment or subject to any restriction including but not limited to agreements related to existing or previous employment containing confidentially or non-compete covenants, which now or in the future could interfere with the performance by Contractor of Contractor’s services under this Agreement or may have a possibility of adversely affecting the business of Company: (b) none of the information to be provided to Company by Contractor will violate any copyright or other intellectual property right of any Person (c) services by this Agreement are not rendered in violation of any other agreement with other parties or of restriction or conflicts of any kind. Contractor further represents that Contractor has completed Company requested background check, provided at least three references, has completed and maintained, and will provide to Company, current copies of all training certificates maintained by Contractor or requested pursuant to established scope of practice of this Agreement, and current professional liability insurance certifications with Birmingham Born listed as an additional insured. If Contractor is credentialed in or licensed as an International Board Certified Lactation Consultant (IBCLC), Certified Lactation Counselor (CLC), Licensed Clinical Social Worker (LCSW), Licensed Massage Therapist (LMT) or any other regulated profession, Contractor represents and warrants that it is in good standing and will practice within that professional scope of practice while delivering care to Company’s Clients. Should any of Contractor’s certifications or licenses relevant to the performance of its services under this Agreement expire, be suspended, or be revoked while this Agreement is in effect, Contractor shall immediately inform Company of such event, and Company may terminate this Agreement at its sole discretion.
Confidentiality: Contractor acknowledges that: (A) as a result of Contractor’s engagement under this Agreement, Contractor will obtain knowledge of and access to proprietary and confidential information of Company and its affiliates, including without limitation, inventions, discoveries, Client information, know-how, technical information, systems, processes, methods, designs, etc. Contractor shall not, at any time, either during or subsequent to the Term of this Agreement: (a) use any Confidential Information, except in the performance of services under this Agreement, (b) disclose Confidential Information to any person without prior written consent of Company, other than to responsible officers and employees of Company and its affiliates and other responsible persons who are in a contractual or fiduciary relationship with Company and who have a need to know such information for purposes in the best interests of Company and Clients.
Non-Solicitation: Because of and in consideration of the extensive access Contractor has to Confidential Information and Trade Secret Information, Contractor will not during the Term of this Agreement and for one (1) year immediately following the expiration of the Term or termination of this Agreement (for any reason), directly or indirectly solicit or accept any business from (i) any entity or individual that is currently doing business with Company, or has done business with Company during the Term or during Contractor’s entire association with Company.
Non-Disparagement: Contractor agrees that they shall not make any defamatory statements, verbal or written, about Company. This includes, but is not limited to, comments or statements by Contractor about Company, or about Company’s former or current employees, stakeholders, shareholders, officers, directors, representatives, or independent contractors. Contractor will not grant interviews or publish negative opinions concerning representatives, independent contractors or customers in any news or media sources, including newspapers, radio networks or stations, television networks or stations, or any social media sites, public services review sites, or virtual communities. If Company is aware of any specific statements that it reasonably believes are in violation of this, Company will notify Contractor and allow fourteen (14) days for Contractor to respond to any inquiry regarding the statements.
It is expressly understood and agreed that this non-disparagement provision is an essential provision of this Agreement, and it includes comments or statements made to current or former Company employees, or independent contractors. The Parties agree that failure to comply with this Non-Disparagement clause shall be deemed a material breech of the Agreement and Company shall be entitled to damages in enforcing this provision.
Nothing in this Agreement is intended to or shall prevent, impede, or interfere with Contractor providing truthful testimony and information in the course of an investigation or proceeding authorized by law or conducted by a government agency.Remedies: The restrictions set forth in Sections 8, 9, and 10 are considered by the Parties to be reasonable for the purposes of protecting the value of the business of Company, Contractor acknowledges that compliance by Contractor with the restrictions set forth in Sections 9 and 10 will not prevent Contractor from earning a livelihood. Contractor acknowledges that Company would be irreparably harmed and that monetary damages would not provide an adequate remedy in the event of a breech of the provisions. Accordingly, Contractor agrees that, in addition to any other remedies available to Company, Company shall be entitled to injunctive and other equitable relief to secure the enforcement of these provisions.
Miscellaneous:
(a) Survival: This provisions of Sections 7, 8, 9, and 10 shall survive the termination of this Agreement.
(b) Entire Agreement: This Agreement sets forth the entire understanding of the Parties and merges and supersedes any prior or contemporaneous agreements between the Parties pertaining to the subject matter hereof.
(c) Modification: This Agreement may not be modified or terminated orally, and no modification shall be binding unless in writing signed by both Parties.
(d) Communications: All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given at the time personally delivered or mailed. Party may specify by notice to the other Party, or via email, provided, however, that any notice of change of address shall be effective only upon receipt.
To Company: BHM Born Agency
c/o Allison Miller
1420 33rd St N
Birmingham, Al 35234
allison@bhmborn.com
