INDEPENDENT CONTRACTOR AGREEMENT

 

This agreement is made between Marketing Systems Unlimited Corp. (MSU) and (name of independent contractor) beginning on this date of (date contract is signed.)

1. If accepted, you will not be an employee of MSU, but rather an Independent Contractor. As an Independent Contractor you will be assigned to duties as shall be determined by MSU. These duties will be assigned to the Independent Contractor by and through the Scheduler who is either, a) employed by MSU, or, b) contracted by MSU to perform Scheduler duties.
2. The duties of Independent Contractor may be changed from time to time by the mutual consent of MSU and Independent Contractor.
3. Independent Contractor agrees to conform to the policies and rules of MSU. Independent Contractor further agrees that he/she will be working as an Independent Contractor under this agreement. Each Independent Contractor is Independent, Separate, and Apart from Marketing Systems Unlimited Corp. and is responsible for any and all F.I.C.A., Federal and State Income Taxes and any and all other Employment and/or Business Taxes owed on monies earned while under contract with Marketing Systems Unlimited Corp. Under this agreement it is understood that each Independent Contractor is totally independent from Marketing Systems Unlimited Corp. and therefore is not covered by the State of Iowa Unemployment Laws or the State Workers' Compensation Act.
4. MSU maintains the right to make all personnel decisions and will be the sole judge of your qualifications, duties, work assignments, and job performance. MSU will evaluate and grade your performance. You will be given feedback from time to time on completed work and will be offered future assignments based on performance.
5. Independent Contractor agrees that he/she may not accept direct payment of compensation from Client Company's agent or representative, for services contemplated and rendered under this Agreement without the express written permission of MSU. If Independent Contractor accepts such direct compensation from Client Company without express permission of Marketing Systems Unlimited Corp. this Agreement shall terminate immediately. Shopper Invoice accompanied with applicable original receipts attached must be submitted by the 5th of the month following such assignments. Fees for Independent Contractor services rendered, plus reimbursement for applicable expenses will be paid on or by the 30th of the month following such services and/or expenses.
6. Independent Contractor agrees to submit assigned jobs within 24 hours of the time that particular assignment was completed. You will not be paid for incomplete or late assignments.
7. Independent Contractor agrees to inform Scheduler of any assigned jobs that can't be done as soon as the Independent Contractor knows the assigned jobs can't be done. Cancellations must be kept to a minimum and can affect your status as an Independent Contractor for Marketing Systems Unlimited Corp.
8. Independent Contractor agrees not to pass on assigned jobs to family, friends, or acquaintances. The assigned Independent Contractor must complete all jobs.
9. MSU will quote to you the fee for a particular assignment in advance of your acceptance of the assignment. There will also be a reimbursement for certain purchases required in connection with the assignment. You will be responsible for all other expenses, which you incur in the performance of services for MSU.
10. MSU has no control over or involvement with such products or services of its clients, which you may purchase or utilize in the performance of an assignment. If you suffer any damage, cost or loss as a result of your connection with the products or services of MSU clients, you will make no claim against MSU or such damage, and you will hold MSU harmless with regard to any claim you may assert against any other party.
11. I am not an employee of any other Mystery Shopping Company or Data Collection Firm. If I become an employee of another Mystery Shopping Company or Data Collection Firm while working as an Independent Contractor for Marketing Systems Unlimited I will remove my name from consideration for future mystery shopping or data collections services.
 

CONFIDENTIALITY

 

Marketing Systems Unlimited is engaged in the development, marketing, and promotion of certain marketing survey systems, techniques, and protocols. It is necessary that information relating to this process be maintained in a private and confidential manner.

For the purposes of this Agreement, Confidential Information shall mean any and all information provided by the Independent Contractor, both tangible and intangible, by Marketing Systems Unlimited, or information gathered by the Independent Contractor on the behalf of Marketing Systems Unlimited whether in written, verbal, or any other form of communication pertaining to or discovered in the course of a client project.

Ownership of all information whether provided by Marketing Systems Unlimited or gathered on the behalf of Marketing Systems Unlimited shall remain the sole property of Marketing Systems Unlimited. MSU holds the copyright to the form questionnaire, which you may use in completing your assignments and to certain other documents, which MSU may provide to you from time to time. The questionnaires and information you compile using the questionnaires are confidential and constitute trade secrets of MSU. Therefore you are obligated by law not to divulge or disclose the information and the questionnaires. You agree not to disclose such confidential information to anyone at anytime, unless MSU notifies you, in writing that such information is no longer confidential as well as information gathered during an assignment.

Therefore, you agree not to disclose the names of MSU clients, the location of the assignments, or any information gathered during an assignment to anyone other than representatives of MSU. This confidentiality agreement specifically prohibits you from disclosing such confidential information to MSU competitors, but this confidentiality agreement is not limited to competitors. While MSU does not prohibit you from providing shopping service to its competitors, you must take special care not to disclose any information regarding MSU to the competitors. Furthermore, you may not use the confidential information and questionnaires for your own benefit separate from completing assignments for MSU.

The Independent Contractor agrees to keep any and all information confidential while providing services and after termination of services with Marketing Systems Unlimited.