2020-2021 TUTOR INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made between Brooklyn Letters Speech Language Pathology PLLC, 1139 Prospect Avenue 2i, Brooklyn, NY 11218, and ("Independent Contractor"), on . This Agreement shall not render the Independent Contractor an employee, partner, agent of, or joint venturer with the Brooklyn Letters Speech Language Pathology PLCC for any purpose.
RELATIONSHIP BETWEEN BROOKLYN LETTERS SLP PLLC AND THE INDEPENDENT CONTRACTOR
Brooklyn Letters SLP PLLC (Brooklyn Letters) is a private practice offering speech language pathology, literacy, and math services. These services are offered in homes, in schools, and online. Brooklyn Letters presents the worker as an Independent Contractor (IC) and the worker provides these services under their own business name. The IC is a professional who uses his or her own professional and business methods to perform services. The IC has not and will not receive training from Brooklyn Letters regarding how to perform the services. Brooklyn Letters does not control, supervise or otherwise interfere with the IC’s mode of affecting performance under this Agreement. Brooklyn Letter’s only concern is the result of the IC’s work, and not the means of accomplishing it. The IC maintains his/her own establishment and contacts Brooklyn Letters for work leads.
The IC represents that if he/she has any professional licenses, that same will be provided to Brooklyn Letters for their files.
The IC has no set hours of work. Nor is there a requirement that the IC work full time or otherwise account for work hours. The IC has control over work assignments, approves who he/ she works with, determines methods to perform his/her own services, determines their territory, works with the client until the IC and the client end their relationship based on their discretion, determines level of payment with clients, sets work hours. Clients pay the IC directly. The IC takes responsibility for making up missed sessions with his/her own clients, has freedom to provide services to other businesses. The IC invests in his/her own materials and equipment. No oral or written reports are due to Brooklyn Letters. There are no requirements for attendance at Brooklyn Letters meetings. For quality control purposes, Brooklyn Letters solicits feedback from its ICs and from their clients.
All services provided by the IC to the client will be under the IC’s own name, and the IC shall represent that he/she is an independent contractor, and not an employee of Brooklyn Letters. The IC acknowledges and agrees that the services performed are performed as an independent contractor. The IC is solely responsible for any and all taxes, Social Security and Medicare contributions and payments, and other payroll taxes applicable to such compensation. The IC agrees that he/she has no right to, nor will he or she seek benefits or any form of payment under the State Unemployment Coverage or Workers’ Compensation Coverage upon expiration or termination of this Agreement. Brooklyn Letters will not provide fringe benefits, including, but not limited to, health insurance benefits, paid vacation, or any other employee type benefit, for the benefit of the IC.
The IC shall provide professional services to his/her clients in compliance at all times with ethical standards, laws, rules and regulations applicable to the operations of the practice. All professional matters relating to the operations of the Practice and the performance of services for his/her clients shall be the sole responsibility of the IC. Nothing in this Agreement shall be construed to transfer responsibility for the practice (or any respect of the Practice) to Brooklyn Letters.
The IC agrees to perform the following services within their professional purview: assess, evaluate, and treat, from infancy through adulthood, depending on the IC’s level of professional experience in literacy and math. This includes working one on one with the client in their home, office (when the IC works out of his/her private practice office), providing parent training, consultation, online, discussing the individual’s development and progress with the parent/ caregiver, updating short term and long term goals, maintaining session notes, recording and maintaining data on the client’s progress, developing a discharge plan when goals are met and when the client no longer needs tutoring or terminating services when the client isn’t benefiting from tutoring services. Since Brooklyn Letters does not offer services through in-network insurance, Early Intervention, Board of Education, RSAs, ICs are forbidden to work with any Brooklyn Letters’ clients outside of private pay circumstances through Brooklyn Letters.
EXPENSES PAID BY CONTRACTOR.
The IC is responsible for all expenses which he/she may incur, including but not limited to, professional licenses and registrations, continuing education classes, professional liability insurance, general liability, travel and educational/therapeutic supplies, e.g. toys and activities.
The IC must have his/her own EIN/tax numbers for tax purposes, stationary, media advertising, a business account, business cards, and solicit business outside of Brooklyn Letters.
The IC can’t copyright language from the Brooklyn Letters website for his/her own media advertising purposes.
The IC may not employ others to perform the services for referrals from Brooklyn Letters.
PAYMENT FOR SERVICES.
The IC will submit to Brooklyn Letters a monthly statement, by the 10th of the month, of all services provided for the previous month, e.g. June’s invoice and payment are due by the subsequent month, July 10th, and the IC will submit a check written out to Brooklyn Letters SLP PLLC or an e-payment for the terms of payment (see below), by the 10th of the month. Late payments and invoices are subject to a one time per month $25 fee per late invoice/payment, if more than one payment or invoice is late per calendar year.
Bounced or cancelled checks written to Brooklyn Letters are subject to a $25 fee. Brooklyn Letters is not responsible for paying the IC when the client fails to pay him/her. The IC and Brooklyn Letters both take the loss when clients fail to pay the IC. It is the IC’s responsibility to collect weekly payments from his/her clients. If the IC fails to pay Brooklyn Letters in a timely fashion for past due sessions by the 10th of the month, Brooklyn Letters reserves the right to ask the client to pay Brooklyn Letters directly. Once Brooklyn Letters receives payment from the client, Brooklyn Letters will pay then pay the IC his or her share until the IC pays past due monies owed to Brooklyn Letters.
The IC hereby agrees to pay Brooklyn Letters:
ASSESSMENTS: 10% of the total price due to Brooklyn Letters. The evaluation price is set by the Brooklyn Letters evaluator.
Tutoring Services: Brooklyn Letters will be paid % for all 45 and 60 minutes sessions and % for 30 minute sessions or as agreed upon by between the parties on a per-client basis. Brooklyn Letters can also agree upon the rate in writing (email) before starting with a new client. These rates are subject to be increased one year later by Brooklyn Letters.
If sessions are longer than 60 minutes, please pay Brooklyn Letters additional monies at your hourly prorated rate.
For sessions less than 60 minutes, the IC and Brooklyn Letters will agree upon the rate in writing (email) before these less than 60 minute tutoring sessions start. These sessions should be billed at 45 and 30 minutes in length, and this agreed upon rate must be at least commiserate with the hourly rate you pay Brooklyn Letters . For example, for a 45-minute session, please pay Brooklyn Letters no less than 75% of your hourly rate to Brooklyn Letters.
Brooklyn Letters referral comes from any parent, professional, school that is directly connected with Brooklyn Letters, and the referral source directly contacts the IC for services. The IC must notify Brooklyn Letters that a Brooklyn Letters referral contacted him or her. If the IC accepts these services, payment to Brooklyn Letters is expected as stipulated under this Agreement. For referrals outside of this Brooklyn Letters’ network, the IC does not need to inform Brooklyn Letters when he/she receives these solicitations and the IC is not responsible for paying Brooklyn Letters for these services.
TERM/TERMINATION. This Agreement may be terminated by the IC upon 30 days written notice to the other party. Brooklyn Letters can terminate this Agreement at will. Upon termination of this Agreement Brooklyn Letters will cease referring clients to the IC. However, the terms and conditions of this Agreement shall survive for 30 days after the termination date with respect to any clients referred by Brooklyn Letters to the IC.
Upon termination of this Agreement Brooklyn Letters will notify each of the IC’s clients that the IC is no longer contracting with Brooklyn Letters and that a new provider will be assigned unless the IC wants to continue paying Brooklyn Letters post termination for one year. In other words, the IC can continue to pay Brooklyn Letters for one year post termination if the IC chooses to work with the Brooklyn Letters client.
INDEMNIFICATION. The IC agrees to indemnify and hold harmless Brooklyn Letters, its owners, independent contractors, and employees for liabilities or losses which may result or arise out of any alleged malfeasance, negligence, willful actions caused or alleged to be caused by the IC in connection with the rendering or omission to render any of the services to any client. This subparagraph will survive the termination or expiration of this Agreement.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE TO EACH OTHER OR THIRD PARTIES FOR THE OTHER'S LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
The indemnity provisions shall survive the termination or expiration of this Agreement
Staff Waiver and Release of Liability Page 1 of 2
WAIVER AND RELEASE OF LIABILITY
IN CONSIDERATION OF the risk of illness or injury from Covid 19 that exists while participating in for (hereinafter the "Service"); AND IN CONSIDERATION OF my choice for myself to participate in said Service and being given the right to participate in same;
I HEREBY, for myself, my heirs, executors, administrators, assigns, or personal representatives (hereinafter collectively, "Releasor," "I" or "me", which terms shall also include Releasor's parents or guardian if Releasor is under 18 years of age), knowingly and voluntarily enter into this WAIVER AND RELEASE OF LIABILITY and hereby waive any and all rights, claims or causes of action of any kind arising out of my participation in the Service; and
I HEREBY release and forever discharge Brooklyn Letters , New York, their affiliates, managers, members, agents, attorneys, staff, volunteers, heirs, representatives, predecessors, successors and assigns (collectively "Releases"), from any physical or psychological injury that I may suffer as a direct result of participation in the aforementioned Service.
I AM VOLUNTARILY PARTICIPATING IN THE AFOREMENTIONED SERVICE AND I AM PARTICIPATING IN THE SERVICES ENTIRELY AT MY OWN RISK. I AM AWARE OF THE RISKS ASSOCIATED WITH PARTICIPATING IN THIS SERVICE DUE TO COVID-19, WHICH MAY INCLUDE, BUT ARE NOT LIMITED TO: PHYSICAL OR PSYCHOLOGICAL INJURY, PAIN, SUFFERING, ILLNESS, TEMPORARY OR PERMANENT DISABILITY, ECONOMIC OR EMOTIONAL LOSS, AND DEATH. NONETHELESS, I ASSUME ALL RELATED RISKS, BOTH KNOWN AND UNKNOWN TO ME OR THE RELEASEE, DUE TO MY PARTICIPATION IN THIS SERVICE.
Waiver and Release of Liability Page 2 of 2
I FURTHER AGREE to indemnify, defend and hold harmless the Releasees against any and all claims, suits or actions of any kind whatsoever for liability, damages, compensation or otherwise brought by me or anyone on my behalf, including attorney's fees and any related costs.
I FURTHER ACKNOWLEDGE that Releases are not responsible for errors, omissions, acts or failures to act of any party or entity conducting a specific service or activity on behalf of Releases.
I HEREBY ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS 'WAIVER AND RELEASE" AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.
EXPRESSLY AGREE TO RELEASE AND DISCHARGE Themba Tutors LLC AND ALL OF ITS AFFILIATES, MANAGERS, MEMBERS, AGENTS, ATTORNEYS, STAFF, VOLUNTEERS, HEIRS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS, FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION AND I AGREE TO VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT I OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST Themba Tutors LLC FOR PERSONAL INJURY OR ILLNESS.
I agree that this Release shall be governed for all purposes by New York State law, without regard to any conflict of law principles. This Release supersedes any and all previous oral or written promises or other agreements.
THIS WAIVER AND RELEASE OF LIABILITY SHALL REMAIN IN EFFECT FOR THE DURATION OF MY PARTICIPATION IN THE SERVICE, DURING THIS INITIAL AND ALL SUBSEQUENT SERVICES.
Indep Contractor’s Name
Indep Contractor’s Business Name
Craig SelingerBrooklyn Letters
The IC will not assign his/her rights or interests under this Agreement, or subcontract with or employ another individual to provide the services without prior written consent from Brooklyn Letters.
The HIPAA Privacy Compliance “Business Addendum” is hereby incorporated and made part of this Agreement.
If a dispute or controversy arise under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Kings County, New York in accordance with the rules of the American Arbitration Association. Any costs and fees other than attorney fees, associated with the mediation shall be shared equally by the parties.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Kings County, New York. Judgment upon the award rendered by the arbitrator may be entered in any court in Kings County, New York having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
Confidentiality and Non-Compete:
For valuable consideration and as an inducement for entering into this Agreement, IC, agrees not to disclose trade secrets, client lists, vendor lists or other confidential material, and agrees to retain said information as confidential, and agrees not to disclose same to any third party, without the prior written consent of Brooklyn Letters and further agrees to make every reasonable effort to prevent accidental disclosure.
The IC agrees not to solicit or engage in providing any additional services to clients by IC or other third party, without permission from Brooklyn Letters for one year after termination of the Agreement, while the IC is performing services under this Agreement or is at any of the client locations.
The IC agrees that for one year after this termination of this Agreement he/she will not knowingly solicit entities or individuals who serve as independent contractors for Brooklyn Letters.
The IC can’t copyright the language in this independent contract for his or her own business when hiring his or her own independent contractors.
Upon the termination of this agreement, the IC agrees to: (a) return to Brooklyn Letters all documents and property of the Company, including but not necessarily limited to: tests, books, drawings, blueprints, reports, manuals, correspondence, customer lists, computer programs, and all other materials and all copies thereof relating in any way to Brooklyn Letters’ business, or in any way obtained by him/her during the course of the assignment. The IC further agrees that he/ she shall not retain copies, notes or abstracts of the foregoing.
ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
WAIVER OF BREACH. The waiver of a breach of any provision of this Agreement by either party shall not operate or be construed as a waiver of any subsequent breach.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Notices. Any notices required or permitted to be sent under this Agreement, shall be delivered in person or by overnight courier service or overnight mail, charges prepaid to the following addresses ( or to any other addresses that either party permits in advance and in writing to the other party):
If to Brooklyn Letters:
Brooklyn Letters Speech and Language Pathology, PLLC
Attention: Craig Selinger
1139 Prospect Ave #2I
Brooklyn, NY 11218
No amendment or waiver by any holder shall be binding unless in writing.
Descriptive Headings and Language:
The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations under this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of New York.
SIGNATORIES. This Agreement shall be signed by Craig Selinger, Member on behalf of Brooklyn Letters Speech Language Pathology PLLC and by .
This Agreement is effective as of the date first above written.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that this Agreement may be executed in counterparts and facsimile or email signatures shall be as effective as if originals.
Brooklyn Letters Speech Language Pathology PLLC
By: Craig Selinger, Member
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Document Name: 2020-2021 TUTOR INDEPENDENT CONTRACTOR AGREEMENT
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