INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made this 22nd day of July, 1997, by and between Lisa Steen Proctor (“Contractor”) and CBJ Associates, Inc., d/b/a The San Fernando Valley Business Journal (“Firm”). RECITALS WHEREAS, Contractor has expertise in writing for business publications. WHEREAS, Firm is publishing a specialized publication entitled the San Fernando Valley Business Journal (the “Publication”) and desires Contractor to write one article for Publication; NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties agree as follows: Section 1: Independent Contractor/Services Provided. Contractor shall be an independent contractor and shall in no way be deemed an employee of the Firm. Contractor shall write one article for the Publication. The article is due by noon on Friday, July 25, 1997. The Firm shall have final authority whether to publish the article. Section 2: Training/Furnishing of Tools. No training will be provided by the Firm. Contractor shall be responsible for hiring, supervising and paying his own assistants. In no way shall Contractor be acting in the capacity of foreman or supervisor on behalf of the Firm if or when Contractor hires assistants. Contractor must furnish all tools, materials, and other equipment necessary to perform the services under the terms and conditions of this Agreement. Contractor has no authority to enter into any agreements on behalf of the Firm or Publication. Contractor represents that he has all necessary insurance, business licenses and business permits necessary to work as an independent contractor or as required by law. Contractor agrees to indemnify and hold Firm harmless for any and all Claims (including reasonable attorneys’ fees) arising out of or resulting from Contractor’s performance of this Agreement. Section 3: Set hours of work/location of work/services rendered personally. Contractor’s hours of work shall be of his own choosing. Contractor’s workplace shall be of his own choosing at a site other than Firm’s premises. This contract is not exclusive. Contractor has the right to perform services for others during the term of this Agreement. Section 4: Payment. a) Billing: Firm agrees to pay contractor $265.00 for the article. Contractor will be paid by Firm 30 days after publication. b) Kill Fee: In the event that the Firm does not publish Contractor’s article, Firm agrees to pay Contractor $50.00 for any article not published under the terms stated in (a) above. c) No additional compensation: Contractor shall not be entitled to any compensation other than as stated above. Nor shall Contractor be entitled to any benefits that would otherwise accrue if Contractor were an employee of Firm. Contractor accepts full and complete responsibility for filing all tax returns and paying all taxes which may be required or due for payments received from Firm under the terms and conditions of this Agreement. Such taxes include, but are not limited to, FICA tax, FUTA tax, and state and local income or earnings tax. Contractor shall not be eligible for participation in any employee benefit plan now or hereafter offered by Firm to its employees. Section 5: Entire Agreement. This Agreement embodies the entire Agreement between the parties and there are no agreements, representations or warranties between the parties other than those set forth or provided herein. This Agreement supersedes any prior written or oral agreement of this matter. There may be no modification to this Agreement, except in writing signed by all parties. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California. Section 6: Copyrights. All Articles prepared by Contractor under this Agreement shall be the sole and exclusive property of the Firm. Contractor agrees to assign and does hereby assign any and all right title and interest to the article to Firm. Contractor further agrees to execute any necessary documents for Firm to perfect such assignment and ownership interest. Section 7: Termination of Agreement/Relationship. This Agreement and the relationship between Firm and Contractor shall terminate upon the payment for the article as provided for in Section 4. Since, under the terms of this Agreement, Contractor is working independently and not as an employee, Firm has no right to discharge Contractor at will. Similarly, Contractor has no right to terminate his relationship with Firm at will. IN WITNESS WHEREOF, the parties have freely executed this Agreement as of the date first written above. CBJ ASSOCIATES, INC., d/b/a The Los Angeles Business Journal By: _____________________________________ Title: ____________________________________ “Firm” Name: _____________________________________ (Print) _____________________________________ “Contractor”
