Independent Contractor Agreement

THIS AGREEMENT is made and entered into by and between you, the undersigned contractor “Contractor”, an independent contractor engaged in the business of performing the services listed in this Agreement, and Action for the Climate Emergency, referred to as “Organization” or “ACE.” Contractor may enter this Agreement either as an individual or as a corporate entity.

Recitals

1. ACE is a Delaware nonstock corporation, which is recognized as tax-exempt under section 501(c)(3) of the Internal Revenue Code that seeks to educate young people on the science of climate change and empower them to take action. In furtherance of ACE’s mission, ACE has created a remote program to promote and help eligible individuals register to vote. To reach more potential voters and comply with voter registration laws, ACE has created a protocol for the Cohort Program services and contact lists to educate eligible voters about how to register or vote.
2. Contractor is an independent provider of online, SMS, and telephone communications, with knowledge of voter registration compliance and is authorized to conduct services described in this Agreement.

Contractor possesses all equipment and personnel needed to perform the Contracted Services listed below in compliance with applicable laws. Contractor desires to enter into this Agreement for the right to receive Cohort Communication opportunities made available by ACE. Contractor understands and expressly agrees they are not an employee of ACE and that they are providing communication services on behalf of themselves and their business, not on behalf of ACE. Contractor understands (a) they alone may choose the times they wish to receive opportunities to perform services under this Agreement; (b) they may accept or reject opportunities made available to perform services under this Agreement and will receive compensation under this Agreement based on their engagement elections; and (c) they have the sole authority to control the means by which these communications are completed and the manner in which they are performed.

In consideration of the above, as well as the mutual terms described below, ACE and Contractor agree as follows:

I. Term of Agreement

This agreement will become effective on the date it is accepted, regardless of whether you are eligible, or ever do, perform any Contracted Services. The Agreement will continue until terminated by either Party or the Scope of Work is complete, whichever comes first.

II. Purpose of Agreement

This Agreement governs the relationship between the Parties and establishes their respective rights and obligations. In exchange for the commitments described in this Agreement, Contractor will have the right and obligation to perform the Contracted Services as defined herein. However, nothing in this Agreement requires Contractor to perform any particular volume of Contracted Services during the term of this Agreement, and nothing in this Agreement shall guarantee Contractor any particular volume of business for any particular time period.

Contractor shall not be obligated to accept or perform any particular voter communication opportunity offered by ACE. However, once a voter communication opportunity is accepted, the Contractor is contractually bound to provide services in accordance with all laws governing potential voter communication and the terms of this Agreement.

III. Contracted Services

From time to time, ACE will notify the Contractor of the opportunity to communicate with potential voters within ACE-defined time parameters (“Shift”). For each Shift opportunity accepted by Contractor (“Contracted Service”), Contractor agrees to the following deliverables:

• Meet with ACE’s Civic Engagement Manager via ACE’s Zoom meeting at start of shift to receive information regarding the scope of that Shift and entrance to ACE’s call platform ThruTalk, text platform ThruText, and ACE’s Slack channel for that Shift.
• Follow all federal, state, and local laws governing the registration of eligible voters.
• Remain on Zoom and Slack channel during time engaged in Contracted Service.
• Record status of each call with individuals on ACE-provided contacts via ThruTalk accurately and efficiently.

Contractor acknowledges that ACE has discretion as to which, if any, Shift opportunity to offer to Contractor, just as Contractor has the discretion whether and to what extent to accept a Shift opportunity.

IV. Authority

Contractor authorizes ACE during a Contracted Service to communicate with Contractor, ACE Contact, or other to assist Contractor, or facilitate direct communication between Contractor and others to the extent permitted by Contractor, in facilitating Contracted Services. However, ACE will not be authorized to control the manner or means by which Contractor performs communication services under this agreement including, but not limited to (a) ACE does not require any specific type, or quality, of Contractor’s choice of communication device; (b) ACE does not have any authority over the location that Contractor uses to provide communication services; (c) Contractor does not have a supervisor or individual to whom they report at ACE; (d) ACE has no control over Contractor’s personal appearance; (e) Contractor will not receive performance evaluations by ACE.

V. Time Devoted to Work

In the performance of the services, the amount of time devoted by the Contractor on any given day with a Shift opportunity for Contractor will be entirely within the Contractor’s control. Before starting any call during Contracted Services, Contractor may elect when and whether to initiate a call. Contractor may end their work on Contracted Services solely upon their discretion. Signaling intent to be done for the day is preferred by ACE (to the Civic Engagement Manager through Slack Channel), but is not required.

VI. Payment

The Organization will pay the Contractor at the rate of $20.00/hour for services provided in accordance with assignment of ACE Contact Lists.

The Contractor must record his/her/their time spent providing Contracted Services and submit an invoice to the Organization for the amount of time services rendered. Invoices must be submitted at minimum monthly via email. The Organization will pay the Contractor within thirty (30) days of receipt of invoice submitted as described above.

VII. Ownership of Deliverables

Any data viewed, collected, and/or recorded by Contractor during performance of Contracted Services, and any other deliverables to be produced by Contractor shall be a “work for hire” as that term is defined for copyright and other purposes and shall be and become the property of Organization which shall have all and exclusive rights to same. Contractor hereby assigns all rights to deliverables to Organization. To the extent necessary, Contractor agrees to execute any additional documents necessary to transfer copyright, patent rights, ownership of, and all other rights in deliverables produced by the Contractor.

VIII. Relationship of the Parties

Both Organization and the Contractor agree that the Contractor will act as an independent contractor in the performance of its duties under this Agreement. No agent or employee of the Independent Contractor shall be or shall be deemed to be an employee or agent of Organization. The manner and means of conducting the work are under the sole control of the Contractor provided they comply with federal, state, and local law and the Contractor’s Qualifications, see below. Unless mandated by law, the Contractor shall be responsible for payment of all taxes including Federal, State, and local taxes arising out of the Contractor’s activities in accordance with this agreement. The Contractor will be solely and entirely responsible for his/her acts and the acts of his/her agents, employees, and subcontractors during the performance of this Agreement. The work performed under this Agreement will be performed entirely at the Contractor’s risk. The Contractor agrees to indemnify Organization for any and all liability or loss arising in any way out of the performance of this Agreement, unless such liability or loss was caused by Organization’s negligence. 

IX. Liability

Contractor agrees that Contractor will maintain sufficient insurance to cover any risks or claims arising out of or related to Contractor’s relationship with ACE, including workers’ compensation insurance where required by law. Contractor acknowledges and understands that Contractor will not be eligible for workers’ compensation benefits through ACE and is instead responsible for maintaining Contractor’s own workers’ compensation insurance or occupational accident insurance.

X. Confidentiality

Contractor agrees to keep confidential information received through performing services under this Agreement; however, this Agreement imposes no obligation upon Contractor with respect to any confidential information (a) that is or becomes a matter of public knowledge through no fault of Contractor; (b) is rightfully received by Contractor from a third party not owing a duty of confidentiality; (c) is disclosed without a duty of confidentiality to a third party; or (d) is independently derived by Contractor.

XI. Assignment

Contractor may not assign this Agreement.

XII. Choice of Law

This Agreement shall be governed by, controlled, and construed in accordance with the substantive and procedural laws of the state in which Contractor performs the majority of the Contracted Services under this Agreement.

XIII. Entire Agreement; Amendment

This Agreement represents the entire understanding between Organization and Contractor, and it shall not be modified except by a writing duly executed by both parties.

With the intent to be legally bound, Contractor has read and agrees to the above-listed terms of this Agreement. By submitting this online form, the Contractor agrees they’ve read and agreed to the terms of this agreement.