Independent Contractor Agreement - Eliza Anne Gupit
This document is a formal Independent Contractor Agreement between Eliza Ann Gupit (the Independent Contractor) and Rockstar Recruiter, LLC (the Company), effective January 8, 2024. It establishes the parties’ intent that Gupit will act as an independent contractor, not an employee, and outlines the contractor’s responsibilities for taxes, licensing, equipment, and any subcontractors. The agreement sets a one‑year term that automatically renews unless either side provides fifteen days’ notice, and details numerous termination events, including death, disability, felony conviction, breach, fraud, drug/alcohol use on premises, and legal violations. Compensation is fixed at $7.00 per hour, paid bi‑weekly. A substantial confidentiality section defines the Company’s proprietary “Information,” imposes strict non‑disclosure and return‑of‑materials obligations, and lists exceptions. Restrictive covenants prohibit the contractor for twelve months after termination (or the duration of the engagement) from soliciting the Company’s customers, prospective customers, referral sources, employees, or other contractors, and from circumventing the Company’s business relationships. Intellectual property created during the engagement is automatically assigned to the Company, with the contractor required to cease use upon termination. Dispute resolution is handled via binding arbitration under the American Arbitration Association’s Commercial Rules, except that the Company may seek injunctive relief for confidentiality breaches and the contractor waives a jury trial. The agreement is governed by Arizona law, includes standard miscellaneous provisions (entire agreement, severability, amendment, assignment, governing law, venue, headings, review of counsel, and no conflicting agreements), and is executed by authorized representatives of both parties.
Topics
Independent Contractor Status and Obligations
Defines the contractor relationship, tax responsibilities, lack of employee benefits, and the contractor’s control over means and methods, including procurement of materials and liability for subcontractors.
Term, Automatic Renewal, and Termination Triggers
Specifies a one‑year term with automatic yearly renewal, fifteen‑day notice requirement, and detailed termination events such as death, disability, felony conviction, breach, fraud, drug/alcohol use, and legal violations.
Compensation Structure
Sets the hourly rate at $7.00, payable bi‑weekly, establishing the financial consideration for services rendered.
Confidentiality and Trade Secret Safeguards
Defines the Company’s proprietary “Information,” imposes non‑disclosure, return‑of‑documents, and limited use obligations, and outlines permissible disclosures under law.
Restrictive Covenants – Non‑Solicitation and Non‑Circumvention
Prohibits the contractor for the duration of the engagement plus twelve months from soliciting customers, prospective customers, referral sources, employees, or other contractors, and from bypassing the Company’s business relationships.
Intellectual Property Assignment
Assigns all IP created during the engagement to the Company, requires cessation of use upon termination, and obligates the contractor to execute further assignment documents if requested.
Arbitration and Dispute Resolution Framework
Mandates binding arbitration under the AAA Commercial Rules, reserves the Company’s right to seek injunctive relief for confidentiality breaches, and includes a jury‑trial waiver.
Governing Law, Venue, and Miscellaneous Provisions
Establishes Arizona law and Phoenix venue, includes boilerplate clauses on entire agreement, amendment, severability, assignment, headings, counsel review, and non‑conflict assurances.