Bilingual Birdies, LLC
On behalf of Bilingual Birdies, LLC, a Delaware limited liability company (the “Company”), I am pleased to retain you as an instructor of bilingual music classes for the Company, subject to the terms and conditions set forth in this Letter Agreement, as well as those set forth in Exhibit A attached and made a part of this agreement (the “Agreement”). This Agreement shall be effective as of the date hereof.
In consideration of the Company agreeing to engage you as an instructor and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you agree to be bound by the terms and conditions set forth in this Agreement.
You will be paid $40 for 45-minutes and $20 for each 30-minute music class instructed by you, payable in arrears on a [monthly/bi-weekly] basis. You acknowledge that the Company may terminate its relationship with you at any time, with or without prior notice, and with or without cause, and that upon your termination the Company will have no further obligations or duties to you, except for the payment of any accrued but unpaid amounts in respect of music classes satisfactorily instructed by you.
You acknowledge and agree that (i) you are an independent contractor and that nothing herein shall be construed to create or imply any relationship of employment, agency, joint venture, partnership or relationship other than that of independent contractor, (ii) you are solely responsible for any and all income and employment taxes due to any applicable governmental authority with respect to any consulting fees or other amounts payable hereunder, (iii) you are not granted any right or authority to assume or create any obligation, liability or responsibility, express or implied, on behalf of or in the name of the Company, and (iv) you are not eligible to participate in any employee benefit plans or arrangements of the Company.
This Agreement contains the entire agreement between us. You acknowledge that you have not relied upon any representations (oral or otherwise) other than those explicitly stated in this Agreement.
This Agreement is intended to be binding on the Company and yourself regarding your engagement as an instructor for the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of your engagement by the Company, please sign and date one copy of this Agreement and return the executed copy to me for the Company’s records.
Sarah Farzam, Director
The above terms and conditions and those attached hereto accurately reflect our understanding regarding the terms and conditions of my engagement by the Company, and I hereby confirm my agreement to the same.
Terms and Conditions
1. Confidentiality. The services to be performed by you under this Agreement are unique and extraordinary and, as a result of your engagement as an instructor by the Company, you will be in possession of confidential information relating to the business practices of the Company. The term “confidential information” shall mean any and all information (verbal and written) relating to the Company or any of its activities, other than such information which can be shown by you to be in the public domain other than as the result of breach of these provisions, including but not limited to, information relating to: trade secrets, personnel lists, financial information, customers, marketing, choreography, song lyrics or melodies. You agree that you will not, during your employment and/or after the termination of employment for any reason, directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any confidential information regarding the clients, customers or business practices of the Company acquired by you during your engagement as an instructor by the Company, without the prior written consent of the Company.
2. Non-Solicitation/Non-Competition. You hereby agree that you shall not, during the period of your employment and for a period of two (2) years following such employment, directly or indirectly, entice, solicit or in any other manner persuade or attempt to persuade any officer, employee, instructor, independent contractor, agent, lessor, lessee, licensor, licensee, vendor, supplier, customer or student who (a) is doing business with or (b) has been contacted by the Company to discontinue or alter his, her or its relationship with the Company. You further agree that during the period of your employment and for a period of eighteen (18) months thereafter, you shall not, without Company’s prior written consent, directly or indirectly, as a principal, employee, consultant, partner, contractor, or stockholder of, or in any other capacity with, any individual, entity, or business enterprise, (c) conduct a business of the type or character engaged in by Company, or (d) consult for, become employed by, or work with any customer or competitor of Company.
3. Non-Disparagement. You agree not to make negative comments or otherwise disparage the Company or its officers, directors, employees, agents or products, in any manner likely to be harmful to them or their business, business reputation or personal reputation. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).
4. Intellectual Property Rights. You agree that all songs and inventions, including new contributions, developments, improvements, ideas, discoveries and works of authorship, whether or not patentable or copyrightable (collectively “Inventions”), conceived, developed, invented or made by you during your engagement as an instructor by the Company shall belong to the Company; that the Company shall be the owner of all intellectual property rights therein; and that all such Inventions shall be “works made for hire” within the meaning of intellectual property laws, so that the Company shall be deemed the inventor, author and exclusive owner thereof together with all related intellectual property rights, and exploitation rights, throughout the world, in perpetuity; provided that such Inventions grew out of your work with the Company, are related in any manner to the Company’s business or are conceived or made on the Company’s time or with the use of the Company’s facilities, resources or materials. To the extent any such Inventions may not be deemed to be works made for hire, you hereby transfer and assign to the Company, all patent, copyright and other intellectual property rights and proprietary rights to which you may have or acquire in any such Inventions for the United States and foreign countries, without additional compensation to you from the Company, and waive any moral rights or other special rights which you may have or accrue therein. You shall further: (a) promptly disclose such Inventions to the Company; (b) sign all papers and take all actions necessary to carry out the foregoing; and (c) give testimony in support of your authorship and/or inventorship. Company shall have the right, but not the obligation, to use your name, likeness and biographical material in connection with the advertising, marketing, and promotion of the Company, its programs, or in any works in which they are incorporated.
5. Injunctive Relief. You hereby acknowledge and agree that (i) the Company would be irreparably injured in the event of your breach of any of your obligations under these provisions, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) the Company shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach.
6. Severability. In the event that any provision of this Agreement is deemed by any tribunal of competent jurisdiction to be overly broad in any respect or otherwise unenforceable, it shall be modified as necessary to render it enforceable, and shall be enforced accordingly. In the event that, notwithstanding the foregoing, a tribunal of competent jurisdiction refuses to enforce any of the provisions contained in this Agreement, then the unenforceable provision shall be deemed eliminated from this Agreement for the purpose of such enforcement to the extent necessary to permit the remaining provisions hereof to be enforced. Each of these rights and remedies shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
7. This Agreement may not be assigned or delegated by you without the prior written consent of Company. This Agreement shall be governed by the laws and the state and federal courts of the State of New York. You and Company each hereby consent to the exclusive personal jurisdiction of, and irrevocably waive any objection to the venue, of such courts. No delay or omission by Company in exercising any right under this Agreement shall operate as a waiver of that, or any other right. A waiver or consent given by Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. This Agreement sets forth the entire agreement between the parties regarding the engagement of you by Company and supersedes all prior negotiations, understandings, and agreements, oral or written. This Agreement may be modified only by an instrument in writing signed by the party sought to be bound by such modification. Paragraphs 1 through 7 shall survive the termination of this Agreement for any reason.
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