BKL IC Tutoring Agreement 1x

Independent Contractor Agreement

This Independent Contractor Agreement (“Agreement”) is entered into as of (“Effective Date”) by and between Brooklyn Letters (“Company”) and (“Independent Contractor” or “IC”).

1. Nature of Relationship & Independent Contractor Status

The Independent Contractor is an independent business engaged to provide professional services on a non-exclusive basis. This relationship is not one of employer-employee, agent, joint venturer, or partner. The Independent Contractor is free from the Company's supervision, direction, and control in the performance of their tutoring services, with the Company specifying only administrative tasks, such as scheduling and billing. The Independent Contractor is solely responsible for determining the means and methods for performing services, including but not limited to the hours worked, the location of services, and the specific tutoring methodologies utilized. The Independent Contractor is not entitled to any employee benefits, including but not limited to health insurance, retirement plans, paid time off, or workers’ compensation.

The Independent Contractor represents and warrants that they are a self-employed professional who holds themself out to the public as such and is free to perform services for other clients or businesses, including competitors of the Company. The Independent Contractor holds their liability for any profit or loss and acknowledges that they are solely responsible for all federal, state, and local income, self-employment, and social security taxes. The Company will not withhold any taxes from payments made to the Independent Contractor. This clause is a core element of the parties’ mutual intent to create and maintain an independent contractor relationship.

2. The Freelance Isn't Free Act (NY State) & Payment for Services

In compliance with the New York State Freelance Isn’t Free Act, this Agreement serves as a legally binding written contract for services. The Company and the Independent Contractor agree to adhere to its principles as a best practice to ensure clear, fair, and timely compensation. Fees paid to the Company by the Independent Contractor are exclusively for administrative and coordination support, and not for educational services or student outcomes. This includes, but is not limited to, client introductions, administrative support, marketing, billing coordination, and use of the Company's platform. The IC must submit invoices for services rendered by the 10th of each month. Brooklyn Letters will remit the IC's share no later than the 10th of the same month. Clients pay the Independent Contractor directly for their professional services. The Independent Contractor then pays Brooklyn Letters its agreed Company share. The Independent Contractor is prohibited from accepting payments for services rendered under Early Intervention, DOE, or any other government-funded or third-party authorized programs (including but not limited to RSAs) directly from Brooklyn Letters clients. All such payments must be routed exclusively to Brooklyn Letters as specified by Company billing procedures. The Independent Contractor may not reveal their share or Brooklyn Letters’ share to the client. Late payments from the Independent Contractor to the Company may incur penalties as determined by the Company. If the Independent Contractor fails to pay the Company on time, the Company reserves the right to have the client pay the Company directly the full invoiced rate, after which the Company will remit the Independent Contractor’s share within 10 business days.

3. Company Share Structure

30/45/60 minute session:

Percentage % Company share
Above 60 minutes are prorated based on the Brooklyn Letters 60-minute share
Assessments: 10% Company share when billed at $200 or more

4. Professional Qualifications & Credentials

The Independent Contractor is solely responsible for ensuring that any professional certifications or credentials they hold, including but not limited to teacher certifications, remain valid and in good standing throughout the term of this Agreement. The IC shall provide a copy of any such certification to Brooklyn Letters upon request and must provide an updated copy upon its expiration.

5. Client Relationships and Post-Termination Continuation of Services (Non-Solicitation)

The Company's business is built on a valuable network of clients, families, schools, and professional contacts. The Company's investment in cultivating and maintaining these relationships, as well as its proprietary information regarding client needs and history, constitutes a valuable business asset that is protected under this Agreement.

Client Origin: A Brooklyn Letters–originated case is defined as any case that arises—directly or indirectly—from an introduction made by Brooklyn Letters to the Independent Contractor, whether through the Company's website, direct referral, marketing efforts, or any other channel. This definition applies regardless of whether the initial client, a family member, neighbor, friend, school, professional contact (e.g., psychologist, therapist, educator), or organization that was initially connected through Brooklyn Letters, later connects the Independent Contractor to a new client. The Independent Contractor acknowledges a duty to promptly notify Brooklyn Letters of all such cases, including those that arise after the initial client relationship ends.
Post-Termination Continuation of Fees: If this Agreement is terminated for any reason, the Independent Contractor agrees that any Brooklyn Letters–originated case remains subject to Brooklyn Letters’ administrative service fee. This obligation shall apply for 18 months from the last date of service for that specific client, or within 18 months of the date of introduction to the original connector (whichever is later). The Independent Contractor must continue to submit invoices to the Company for these cases and allow the Company to handle billing and fee collection as if the Agreement were still in effect. If the IC fails to comply, the Company may pursue legal action and the IC may be subject to damages, including but not limited to, the fees that would have been owed and all legal expenses.

6. Referrals & Fee Compliance

Brooklyn Letters does not accept or pay referral fees in connection with the performance of professional services. The Company's role is strictly limited to facilitating introductions and providing administrative and coordination support. Any fees paid to the Company by the Independent Contractor are exclusively for these administrative services and are not conditioned upon or in any way a consideration for the referral of a student or client. The Independent Contractor acknowledges and agrees to comply with all applicable state laws and regulations governing such arrangements. The Independent Contractor shall, as required by law, make a clear and explicit disclosure to all clients that Brooklyn Letters provides administrative services and that the Independent Contractor is an independent tutor solely responsible for all educational decisions and services.

7. Disclaimer for Educational Services

Brooklyn Letters provides administrative coordination and support only and is not responsible for educational decisions or outcomes. All professional educational judgments, tutoring, assessments, and communication with clients are made solely by the Independent Contractor. Brooklyn Letters conveys no guarantee regarding the quality or outcomes of services.

8. Term & Termination

Either party may terminate this Agreement with 30 days written notice. All provisions relating to confidentiality, client continuation, indemnification, and dispute resolution shall survive termination.

9. Confidentiality

The Independent Contractor shall not disclose, use, or exploit any confidential or proprietary information of the Company or its clients, except as required in the course of performing services under this Agreement. This includes but is not limited to client lists, client contact information, marketing strategies, and administrative fee structures. The IC agrees not to use any of this information to gain a competitive advantage or to compete directly with Brooklyn Letters during the term of this agreement.

10. Indemnification

The Independent Contractor (“IC”) agrees to indemnify, defend, and hold harmless Brooklyn Letters, its members, officers, affiliates, successors, assigns, employees, and other independent contractors from and against any and all claims, liabilities, damages, losses, judgments, penalties, settlements, costs, or expenses (including reasonable attorneys’ fees and legal expenses) arising out of or related to the acts, omissions, or breaches of this Agreement by the Independent Contractor, including but not limited to:

Negligence or breach of applicable laws or regulations;
Any claim by a client, parent/guardian, or third party alleging harm, injury, or dissatisfaction with tutoring services or educational judgments provided by the IC;
Any misrepresentation or breach of warranty by the IC under this Agreement;
Any failure by the IC to pay applicable taxes;
Any unauthorized use of Brooklyn Letters’ name, intellectual property, branding, or materials;
Any claim of employment status by the Independent Contractor or any government entity.
Conversely, if the Independent Contractor is named in a claim solely due to their association with Brooklyn Letters and the matter is unrelated to the Independent Contractor’s actions, Brooklyn Letters shall defend, indemnify, and hold harmless the Independent Contractor from any such claim. This indemnification shall survive the termination or expiration of this Agreement and shall remain in effect with respect to services rendered during the term of the Agreement.

11. Record Retention & Audit Rights

Both parties shall retain a copy of this Agreement and all records of invoices, communications, and documents related to services under this Agreement for a minimum of six (6) years following its termination, as required by applicable law, including the Freelance Isn't Free Act. Upon lawful request, these records must be made available to the New York State Department of Labor or other relevant authorities for audit purposes.

12. Dispute Resolution & Governing Law

The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in Kings County, New York. The decision of the arbitrator shall be final and binding. This Agreement is governed by the laws of the State of New York, and the parties agree that venue for any related court proceedings shall be exclusively in Kings County, New York.

13. Miscellaneous Provisions

A. Entire Agreement & Amendments: This Agreement constitutes the entire agreement between the parties. Any amendments must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Brooklyn Letters

By: Craig Selinger
Title: Owner of Brooklyn Letters
Date:
Independent Contractor
Name:
Business Name:
Date:

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December 18, 2023 5:00 pm EST

BKL IC Tutoring Agreement 1x Uploaded by Craig Selinger - [email protected] IP 118.103.233.154