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303-720-6060hello@airfreshmarketing.com
720 S. Colorado Blvd., Penthouse North,
Denver, Colorado, 80246

AIR FRESH MARKETING INDEPENDENT CONTRACTOR AGREEMENT

  1. PARTIES. This Independent Contractor Agreement is a legal agreement entered into this   (“Effective Date”), by and between the client, Air Fresh Marketing, LLC with its principal place of business at 720 S. Colorado Blvd, PHN, Denver, CO 80246, and independent contractor (hereinafter referred to as “Contractor”).

BY TYPING YOUR NAME AT THE BOTTOM OF THIS AGREEMENT CONTRACTOR HEREBY EXPRESSLY AGREES AND CONSENTS TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MODIFIED FROM TIME TO TIME BY COMPANY, AND ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT CONTRACTOR IS AT LEAST EIGHTEEN (18) YEARS OF AGE. 

Contractor enters into this Agreement as, and shall continue to be, an independent contractor.* Under no circumstances shall Contractor look to Air Fresh Marketing, LLC as his employer, or as a partner, agent, or principal. Contractor shall not be entitled to any benefits accorded to Air Fresh Marketing, LLC employees including worker’s compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, at Contractor’s expense, and in Contractor’s name, disability, workers’ compensation or other insurance, as well as licenses and permits usual or necessary for performing the Services necessary under this Agreement.

*Contractors in California will be designated as At-Will Temporary Employees, pursuant to AB 5 and related rules. Such contractors may need to submit additional paperwork as required by Air Fresh Marketing. Such designation is intended to change this agreement only to the minimal degree necessary, and the remaining terms and provisions shall be unimpaired and remain in full force and effect. Contractor shall receive only those benefits outlined in this agreement and as required by state law. Contractors are only employed for specified time periods and at the end of such periods both parties will no longer have any obligation to each other except as outlined in this Agreement.

  1. PURPOSE. Contractor is known to be a promotional model and as such Air Fresh Marketing desires to retain Contractor for purposes of doing promotional work. So long as Contractor is under contract with Air Fresh Marketing to be working as a promotional person, he will be deemed an Independent Contractor.
  2. DUTIES FOR CONTRACTOR. Contractor represents that Contractor has the qualifications and ability to perform services of a promotional model in a professional manner. Contractor understands that in the course of providing services, they are representing Air Fresh Marketing and Air Fresh Marketing’s clients to the general public. Only Contractor is authorized to perform the services required under this Agreement.

Contractor agrees to make themselves available for purposes of performance under this Agreement. Contractor customarily performs freelance services for marketing and other agencies and agrees to render such services for Air Fresh Marketing on a non-exclusive basis. Contractor may represent, perform services for, or be employed by any additional persons, or companies as they see fit. Air Fresh Marketing may from time to time specify Contractor’s performance of such responsibilities. All Contractor services will be subject to Air Fresh Marketing’s final approval and will be performed in accordance with Air Fresh Marketing’s standards, but Contractor will direct the details and means by which the services are accomplished.

Contractor understands that (a) Punctuality is a must. If Contractor is late for an assignment, Contractor understands that s/he will be back-charged one hour of their fee or dismissed from the booking completely. Contractor agrees to arrive a minimum of fifteen (15) minutes prior to the scheduled start time. If Contractor cancels with less than 72 hours notice and has not notified Air Fresh Marketing, has not replaced themselves with a qualified person approved by Air Fresh Marketing, and/or is a no-show to a job, Contractor shall be charged with a $50.00 cancellation fee and will be blacklisted from our staffing database. Cancellations via e-mail are NOT acceptable. Contractor must contact Air Fresh Marketing by telephone to cancel, as well as request a replacement in Air Fresh Connect. (b) Contractor is expected to present themselves in a professional manner. (c) If Air Fresh Marketing’s client wishes to change Contractor’s work schedule, Contractor shall call Air Fresh Marketing for approval. (d) At any Air Fresh Marketing event, Contractor shall not be under the influence of, use, possess, distribute, sell, condone, sanction or aid the illegal use or possession of alcoholic beverages, or illicit or controlled drugs for which the person has no valid prescription. Contractor further shall not, at any Air Fresh Marketing event, use, possess, or distribute or sell drug paraphernalia; or misuse legitimate prescription or over-the-counter drugs. The symptoms or influence may be, but are not limited to, slurred speech or difficulty maintaining balance. Air Fresh Marketing reserves the right to send the Contractor home from an event without pay and terminate this contract if Contractor arrives at the event while under the influence of drugs or alcohol or becomes intoxicated while at the event. Such determination shall be at the sole discretion of Air Fresh Marketing or its representatives.

Contractor agrees that timesheets and any reimbursable expenses must be submitted within 48 hours of the end of the event. If such documents are not submitted Contractor agrees that any payments due are forfeit at the sole discretion of Air Fresh Marketing. Contractor agrees that no payment will be made to them until such time as they have submitted all paperwork, including W9 or other IRS forms, Independent Contractor Agreements, any direct deposit paperwork, and any other such document as required by Air Fresh Marketing. If such documents are not complete and submitted to Air Fresh Marketing within 3 months of the end of the event, Contractor agrees that any payments due are forfeit at the sole discretion of Air Fresh Marketing.

  1. DUTIES FOR AIR FRESH MARKETING. Air Fresh Marketing agrees to allow Contractor access to whatever records, files, or personnel reasonably deemed by the Company or Contractor to be necessary in order to allow Contractor to perform his duties under this Agreement, in accordance with any Air Fresh Marketing confidentiality agreement. 
  2.  FEES AND TAXES. In consideration of Contractor’s performance of his duties under this Agreement, Air Fresh Marketing agrees to pay fees to Contractor at an agreed upon hourly rate. These fees may be delivered to Contractor personally or by first class mail, but only after Air Fresh Marketing has received payment from its client. Contractor can expect to wait at least 4-8 weeks to receive a paycheck for a specific event. Contractor is responsible for paying all expenses associated with any program responsibly. Expenses include but are not limited to tolls, parking, gas, and ticket violations. It is agreed and understood that Contractor has begun performance of his duties and this Agreement will remain in force and effect until terminated pursuant to the terms stated in Article 9.

As an independent contractor, Contractor agrees to assume exclusive liability for any and all taxes, assessments, levies or fines which may be paid or deemed owed by Contractor, as a result of performance of this Agreement.*

*California contractors’ paychecks will reflect payroll taxes and other appropriate fees.

The Contractor agrees that they will not be hired directly with the client for 14 months after the event date is over: If the Contractor contacts the client directly or vice versa about a job and is hired then the Contractor will owe Air Fresh Marketing a staffing fee of $2,500.00. Contractor agrees to inform Air Fresh Marketing immediately upon being contacted by client. Air Fresh Marketing has a program in place to effect the hire of contractors by clients and Contractor agrees to abide by and assist in this program.

The Contractor will not contact the client directly about payment: If Contractor contacts the client directly about payment then any payment due will be forfeited at Air Fresh Marketing’s discretion.

  1. CONFIDENTIALITY; NO CONFLICT OF INTEREST; PROPRIETARY INFORMATION. This Agreement is confidential and shall not be transferred, communicated or delivered to a third party, without the express prior written authorization of Air Fresh Marketing.

During the entirety of this Agreement, Contractor will not accept work, enter into a contract, or accept an obligation that is inconsistent or incompatible with Contractor’s obligations to Air Fresh Marketing. Contractor warrants and represents that, to the best of Contractor’s knowledge, there is no other contract or duty on Contractor’s part which conflicts with or is inconsistent with this Agreement. Simultaneous with the execution of this agreement, Contractor agrees to execute a proprietary information agreement to protect against use or disclosure of confidential information of the Company.

Contractor will not, directly or indirectly, during or after the term of this agreement, disclose in any manner or use or permit others to use,  any information or material regarding  Air fresh Marketing or its clients (including  any parent, subsidiary or affiliated company, employee, or business) which information or material is compiled by, obtained by, or furnished to Contractor, regardless of whether such information or material is specifically designated as confidential and proprietary. It is understood that the foregoing obligation shall not apply to any part of the information which: (a) is or becomes generally available to the public (other than by disclosure by Contractor); (b) becomes available to Contractor on a non-confidential basis from a source which is entitled to disclose it to Contractor; or (c) is in the possession of Contractor as of the date hereof. 

Air Fresh Marketing retains and reserves all rights of ownership and use of the marketing products and any facsimile of such product. Contractor shall not make use of marketing product or any portion thereof without the expressed prior written authorization of Air Fresh Marketing. Contractor shall not use the name, insignia, or any facsimile of Air Fresh Marketing material for any purpose, including but not limited to advertising, client list, or references, without the express prior authorization of Air Fresh Marketing. 

  1. USE OF CONTRACTOR LIKENESS. Contractor gives Air Fresh Marketing, their clients, assigns, licensees and legal representatives the irrevocable right to use contractor’s name, picture, photograph, portrait, visual likeness, or voice in all forms and media in all manners, including photo, film, audio and video representations, taken in conjunction with their work for Air Fresh Marketing, and hereby waives any right to inspect or approve the finished product that may be created in connection therewith.
  2. TERMINATION. During the term of the Agreement, either party may terminate the agreement by providing thirty (30) days advance written notice to the other party without cause. If Contractor materially breaches this agreement, Air Fresh Marketing will no longer be responsible for providing Contractor payment. A material breach includes, but is not limited, violations of law or covenants contained in any signed documentation between Contractor and Air Fresh Marketing, including this Agreement. If Air Fresh Marketing suffers any loss due to the conduct and/or actions of Contractor, Contractor must reimburse and pay Air Fresh Marketing for all losses incurred due to Contractor’s breach within two weeks of receiving written notification of breach from Air Fresh Marketing. Losses include but are not limited to Contractor submitting false time sheets, cancellation by Contractor without notice to Air Fresh Marketing, substitution of Contractor with another person without obtaining Air Fresh Marketing’s approval, direct contact with client of Air Fresh Marketing, and drug/alcohol usage. Contractor is not entitled to any compensation relating to the termination of this agreement, including unemployment insurance.

This Agreement terminates automatically on the occurrence of any of the following events: (a) bankruptcy or insolvency of either party; (b) sale of the business of either party; or (c) death or permanent disability of either party; (d) material breach of any term or condition of this Agreement.

  1. INDEMNIFICATION. Contractor shall defend, indemnify and hold harmless Air Fresh Marketing and its clients (collectively, the "Indemnified Parties"), from and against all claims, demands, suits, losses, damages, costs, awards, judgments and expenses (including the costs of investigation and defense and reasonable attorneys' fees), regardless of the form of action, including, without limitation, those based on, arising out of or relating to: (i) Contractor’s breach or alleged breach of this Agreement; and (ii) Contractor’s non-payment of any federal, state or local withholdings or taxes, social security, unemployment, workers' compensation or disability insurance. Contractor shall promptly reimburse Air Fresh Marketing and the Indemnified Parties for any liabilities incurred in connection with any such claims.
  2. Limitation of Liability. IN NO CASE SHALL Air Fresh Marketing OR ITS RELATED PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS GREEMENT (INCLUDING LOSS OF PROFIT, USE OR OTHER ECONOMIC ADVANTAGE), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY. Air Fresh Marketing AND ITS RELATED PARTIES' TOTAL LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL IN NO CASE EXCEED, IN THE AGGREGATE, THE AGREED UPON AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT. CONTRACTOR ACKNOWLEDGES AND AGREES THAT THESE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND THAT Air Fresh Marketing WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY, AND CONTRACTOR AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF COMPANY AND ITS RELATED PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
  3. FULL AGREEMENT. This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all prior discussions, agreements, and representations, whether oral or written, and whether or not executed by either Party. No modification, or amendment may be made to this Agreement unless reduced to writing and executed by both Parties.
  4. GOVERNING LAW; VENUE; JURISDICTION; AND ADDITIONAL TERMS. Parties consent to the following terms: (a) Governing Law and Venue, Wavier of Jury Trial, Attorney Fees: This agreement shall be governed by the law of Colorado, without regard to its conflicts of law provisions. Venue for any action will lie in Denver, Colorado. Parties consent to personal jurisdiction therein. Parties intentionally waive any right to a jury trial. In any litigation arising out of this Agreement, each party shall be responsible for its own attorney fees and costs. (b) Severability: If any provision of this Agreement is held to be invalid or unenforceable for any reason, (i) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision and (ii) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect. (c) Headings: The headings of sections herein are provided for reference only and are not intended to be a part of or affect the meaning of any section. 

CONTRACTOR ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS.

The Contractor executing this Agreement must sign directly below. This Agreement will not be "signed" in the sense of a traditional paper document. Rather, the Contractor shall enter alpha characters corresponding to their first and last name in the signature block below. Company does not determine or pre-approve what the entry should be, but simply presumes, and Contractor hereby represents and warrants, that this specific entry has been adopted to serve the function of Contractor’s electronic signature and signifies Contractor’s assent to and acceptance of all of the terms and conditions of this Agreement. The signature should consist of the signatory's first and last name, e.g. Jane Doe.



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