Independent Contractor Agreement: Omar Badran


INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered into as of September 21, 2024 by and between BRIAN RIVERA STUDIO LLC (the “Company”), with its principal place of business located in Los Angeles, CA and Omar Badran (“Independent Contractor”), an individual located in New Haven, CT.

 

RECITALS

WHEREAS, Independent Contractor served as BRIAN RIVERA STUDIO LLC’s Project Designer beginning September 21, 2024 and therefore possesses knowledge and experience of value to BRIAN RIVERA STUDIO LLC; and

WHEREAS, BRIAN RIVERA STUDIO LLC desires to engage the services of Independent Contractor on a non-exclusive, short- term basis to assist business relations.

 

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and the mutual promises, covenants and agreements hereinafter set forth, BRIAN RIVERA STUDIO LLC and Independent Contractor agree as follows:

  1. Engagement. BRIAN RIVERA STUDIO LLC hereby engages the services of Independent Contractor, and Independent Contractor agrees to provide, the services described further
  2. Term and Termination.
    • The term of this Agreement shall be from September 21, 2024 through N/A (the “Term”), unless earlier terminated as provided herein, or unless extended by mutual agreement expressed in writing signed by both parties prior to the expiration of the Term.
    • Notwithstanding anything in this Agreement to the contrary:
      • The Term may be terminated by either party at any time with at least a 14-day advance notice, upon a material breach by the other party of any of its or his obligations hereunder.
  1. Fees and Expenses; Services.
    • Fees. During the Term, BRIAN RIVERA STUDIO LLC shall pay Independent Contractor as follows:
      • For services performed during the Term, BRIAN RIVERA STUDIO LLC will pay Independent Contractor at the rate of Forty Dollars and 0 Cents ($40.00) per hour (prorated for any partial month resulting from the termination of the Term prior to its expiration or otherwise), payable on the first and the fifteenth day of each month, with the first payment being made on N/A and the last payment being made on N/A, for a total hourly rate times number of hours worked.
      • In the event Company requests, and Independent Contractor performs services for Company during the Term, in excess of the forty (40) hours in any one week, BRIAN RIVERA STUDIO LLC will pay $60.00 per hour for each such excess hour of service performed. Such payment will be made during the ensuing pay period following the submission of the report of hours incurred as described in Section 4.1.
    • Supplies and Equipment. Except to the extent that BRIAN RIVERA STUDIO LLC may determine it to be more convenient for Independent Contractor to use equipment and supplies already owned by BRIAN RIVERA STUDIO LLC at site(s) where Independent Contractor is performing services, Independent Contractor shall be responsible for furnishing, at his/her expense, all equipment and supplies necessary for the provision of his or his services At the end of the term, any and all equipment and supplies provided by BRIAN RIVERA STUDIO LLC shall be returned in the same original condition no later than 14 days after termination of contract.
  2. Additional Requirements for Services to Be Performed.
    • Reporting. Independent Contractor shall regularly report, but no less than weekly during the Term, on the progress of completion of tasks, and the hours incurred in performing such tasks, to Brian Rivera, or any other Company representative designated by
    • Best Efforts. Independent Contractor agrees to use his best efforts in providing services under the terms of this Agreement.
    • No Subcontracting. Independent Contractor is being engaged to perform personal services within his/her asserted areas of professional expertise and shall not delegate or subcontract any portion of the services to be performed hereunder without written consent from Brian Rivera.
  3. Independent Contractor Relationship.
    • No Employment Relationship. BRIAN RIVERA STUDIO LLC and Independent Contractor each expressly agree and understand that they are creating an independent contractor relationship, and that Independent Contractor shall not be considered an employee of BRIAN RIVERA STUDIO LLC for any purpose. Independent Contractor is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by BRIAN RIVERA STUDIO LLC to its employees. Independent Contractor is exclusively responsible for all Social Security, self-employment, and income taxes, disability insurance, workers’ compensation insurance, any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the services hereunder. Immediately upon entering into this Agreement, Independent Contractor agrees to provide BRIAN RIVERA STUDIO LLC with a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification. Design Brian will report all income to Independent Contractor on IRS Form 1099. Independent Contractor understands and agrees that he/she is solely responsible for all income and/or other tax obligations, if any, including but not limited to all reporting and payment obligations, if any, which may arise as a consequence of any payment under this Agreement. Independent Contractor agrees to indemnify BRIAN RIVERA STUDIO LLC for any claims or obligations asserted to the contrary by Independent
    • Non-exclusivity of Services Other Than to Competitors. This Agreement shall not restrict Independent Contractor from performing services for other clients or businesses; provided, however, that during the Term of this Agreement, Independent Contractor shall not apply, bid, or contract for; or undertake any employment, independent contractor work, or consulting work with, any competitor or client of BRIAN RIVERA STUDIO LLC. The determination of which businesses constitute “competitors” of Company shall be solely within the exclusive discretion of BRIAN RIVERA STUDIO LLC.
  4. Conflicts of Interest and Ethical Conduct.
    • Performance of Services for Competitors. Independent Contractor will notify BRIAN RIVERA STUDIO LLC immediately if, during the Term, he engages, or proposes to engage, in the performance of services for any competitor or client of Design Brian, or any vendor to or customer of BRIAN RIVERA STUDIO LLC. If Independent Contractor performs services, whether as an employee or an independent contractor, for a competitor of Design Brian during the Term of this Agreement, Design Brian reserves the right to terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term, Independent Contractor must fully disclose in advance to Design Brian the terms of any proposed or actual services for a vendor or customer of Company, and Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively to terminate this Agreement immediately and without further obligation to Independent Contractor.
    • Compliance with Applicable Laws. Independent Contractor, in his performance under this Agreement, shall comply with all applicable federal, state, and local laws and
    • Solicitation of Company Personnel. Independent Contractor agrees to refrain from any solicitation or recruitment (directly or indirectly) of any of Company’s employees during the term of this Agreement and for a period after the expiration or termination of this Agreement equal in duration to the duration of this Agreement. General solicitation, not directed at Company’s employees, will not constitute a violation of this
    • Conditions Imposed by Company’s Customers or Vendors. Company’s customers or vendors may from time to time impose restrictions or conditions, including conditions of confidentiality, on Company and personnel working with BRIAN RIVERA STUDIO LLC. Independent Contractor agrees that such terms and conditions, of which he/she has been notified in writing, form an integral part of this Agreement, and Independent Contractor covenants and agrees to accept and comply with such additional terms and
  5. Confidentiality and Non-Disclosure.
    • Confidential Information Defined. As used herein, the term “Confidential Information” shall mean and include, without limitation, any and all client information and communication, trade secrets, secret processes, marketing data, marketing plans, marketing strategies, client names and addresses, prospective client lists, data concerning Design Brian’s products and methods, computer software, files and documents, financial information, and any other information of a similar nature disclosed to Independent Contractor or otherwise made known to him/her as a consequence of or through his/her relationship with BRIAN RIVERA STUDIO LLC.
    • Confidential Information Belongs to Company. All internal and Client notes, data reference materials, memoranda, documentation, and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Design Brian, and Independent Contractor agrees to return the originals and all copies of such materials in his possession, custody or control to BRIAN RIVERA STUDIO LLC upon request or upon termination or expiration of the Term of this Agreement.
    • Confidentiality Obligation. Independent Contractor agrees during the Term of this Agreement and thereafter to hold in confidence and not to reveal directly or indirectly, report, publish, disclose or transfer any of the Confidential Information to any other person or entity, or utilize any of the Confidential Information for any purpose, except in the course of services performed under this
    • Injunctive Relief in Event of Breach. Because of the unique nature of the Confidential Information, the undersigned understands and agrees that Company will suffer irreparable harm in the event that Independent Contractor fails to comply with any of his obligations under this Section 7, and that monetary damages will be inadequate to compensate BRIAN RIVERA STUDIO LLC for such breach. Accordingly, Independent Contractor agrees that Design Brian will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Section 7.
  6. Representations and Warranties. Independent Contractor hereby represents and warrants that, as of the date hereof and continuing throughout the term of this Agreement, he/she is not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the services contemplated hereunder.
  7. Miscellaneous.
    • Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces any oral or written agreements heretofore entered between the

This Agreement cannot be modified, or any performance or condition waived, in whole or in part, except by a writing signed by the party against whom enforcement of the modification or waiver is sought. The waiver of any breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition.

  • Interpretation, Severability and Reformation. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and effective under applicable law. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, it shall be deemed separable from, and shall in no way affect the validity or enforceability of, the remaining provisions of this Agreement, and the rights and obligations of the parties shall be enforced to the fullest extent
  • Survival. To the extent consistent with this Agreement, all representations, warranties, and post- termination obligations contained in this Agreement shall survive the expiration of the Term, or the termination, of this Agreement.
  • Binding Effect. This Agreement shall be binding upon and inure to the benefit of BRIAN RIVERA STUDIO LLC and to any of its successors. This Agreement is not assignable by Independent Contractor, but shall be binding upon and, to the extent provided for in this Agreement, inure to the benefit of Independent Contractor’s heirs, executors, administrators, and legal
  • Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
  • Governing Law. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to conflicts of laws

IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement as of the date first above written.

 

 

 

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Signed by Brian Rivera
Signed On: September 21, 2024


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Document name: Independent Contractor Agreement: Omar Badran
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September 21, 2024 6:21 am GMTIndependent Contractor Agreement: Omar Badran Uploaded by Brian Rivera - b@brianriverastudio.com IP 76.32.144.194
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