1. Independent Contractor. Instructor agrees that they are undertaking the Work provided as an independent contractor. Instructor exercising Instructor’s own professional judgement in undertaking the Work, and not as an employee of GPM. GPM shall have no right to control or direct the method, manner or means by which Instructor accomplishes the Work. It is expressly agreed that Instructor shall not be deemed to be an employee of GPM for any purpose. Instructor shall be paid via Form 1099 in accordance with applicable federal law. Instructor must have a current W-9 tax form on file with GPM’s accounting department. GPM shall not be responsible for income tax, social security, workers’ compensation, unemployment insurance, or any other withholding or payment as an employer and Instructor shall not be entitled to any sort of employee benefits including without limitation, disability leave, workers’ compensation, social security, or health benefits. In addition, Instructor shall not be an agent of GPM and shall not be entitled to enter into any contracts on behalf of GPM or bind GPM in any respect, except as expressly authorized by GPM in writing. Without limiting the generality of the forgoing, GPM shall not be responsible for any claims, liabilities or damages arising out of, or in any way related to, the performance by Instructor of any Work performed pursuant to this Agreement.
2. Use of Agent. Instructor agrees that Instructor will perform directly all the Work and provide the Work to be rendered or provided hereunder, and that Instructor will not designate, assign or subcontract the performance of such Work to any other person or entity without the prior written permission of GPM.
3. Termination. GPM may terminate this Agreement for any reason with thirty (30) days advance notice to Instructor. GPM may terminate this Agreement, effective immediately upon notice to Instructor, at any time during the work period governed by this Agreement for good cause which shall include, but not be limited to: (i) The Work provided by Instructor does not meet the quality standards or expectations determined by GPM; (ii) Instructor’s neglect, misconduct, fraud, misappropriation, or embezzlement; (iii) Instructor’s violation of any of the provisions of this Agreement; or (iv) any conduct by Instructor which, in the sole opinion of GPM, is materially detrimental or embarrassing to GPM. Upon termination of this Agreement for any reason, no further payments beyond the amount already earned, if any, will be owed to Instructor.
4. Representations and Warranties. Instructor represents and warrants that:
a. Instructor will perform the Work hereunder in a professional and workmanlike manner;
b. Subject to Section (c), Instructor is the original creator of all content, text, artwork, photographs, illustrations, drawings, designs, or other materials incorporated in the Work and the Instructor Promotion Content or otherwise provided by Instructor to GPM and that the Work is not in the public domain;
c. Instructor has obtained and delivered to GPM all consents, licenses, approvals and permissions that may be necessary to permit GPM to use the Work and the Instructor Promotion Content as described in this Agreement, and Instructor has provided all necessary credits and acknowledgements in the Work and Instructor Promotion Content;
d. The Work and the Instructor Promotion Content do not infringe on the copyright, trademark, proprietary, trade secret and/or other intellectual property or personal rights of any other person or GPM;
e. The Work and the Instructor Promotion Content do not and will not disparage, defame, and/or invade the rights of privacy or publicity of any other person or GPM;
f. The Work, if used as described in the Agreement and the Statement of Work, will not expose GPM to any liability to any other person;
g. Instructor will comply with all applicable federal and other jurisdictional laws in performing the Work; and
h. Instructor has the full right and authority to enter into this Agreement and to perform all of Instructor’s duties and obligations hereunder, and doing so will not violate any of its contractual obligations to any other party, including without limitation, covenants not to complete and confidentiality obligations.
5. Force Majeure. GPM reserves the right to cancel, for any cause, and for the good of the Event or for any other reason, or at any time in the case of the occurrence of an event outside of GPM’s reasonable control by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, pandemic (including but not limited to COVID-19), epidemic, Government order or restriction, or similar event (each a “Force Majeure Event”). GPM shall not be considered in breach or in default under this Agreement on account of and shall not be liable to Instructor for any delay or failure to perform its obligations hereunder by reason of a Force Majeure Event.
6. License. Instructor hereby grants GPM, its affiliates and their respective designees, and acknowledges that they shall have, the perpetual, worldwide right to use, display, reproduce and distribute, and permit others to use, display, reproduce and distribute, Instructor’s name, likeness, other identification and biographical material, and images and descriptions of the projects or other materials and designs therefore relating to Instructor’s course(s) and all Instructor Promotion Content, for the purposes of promoting and advertising the events in which the Instructor is participating and future GPM Event(s), in GPM publications, web sites or other media.
7. Care of Premises. Instructor is liable for any damage they cause to the facility, building, floors, walls, columns, equipment or other property during the Event. Application of labels, tape, paint, adhesives or other coatings to the facility property is strictly prohibited. Instructor agrees to pay promptly for any and all such damage to the facility or its equipment caused by the Instructor, its employees, agents, Instructors, invitees or representatives.
8. Insurance Coverage. Instructor expressly acknowledges that GPM does not maintain insurance covering damage, destruction or loss of Instructor property as a result of theft, fire, accident or any other cause. It is the sole responsibility of the Instructor to obtain any insurance desired and/or necessary. It is also expressly understood neither GPM nor its employees, agents or representatives shall be liable for injury of Instructor, including any employees, agents, representatives or guests of Instructor, whether to person, business or property, as a result of theft, fire, accident or any other cause whatsoever. GPM shall not be responsible for any claims, liabilities or damages arising out of, or in any way related to, the actions, services or Work performed by Instructor.
9. Release. The Instructor releases and forever discharges GPM, its employees, agents, officers, parent company and affiliates from any and all manner or actions, liabilities, suits or claims, including attorney’s fees, which may arise out of or relate to the performance of the Work or this Agreement. Instructor agrees to make no claim for any reason whatsoever against GPM or service Instructors for loss, theft, damage or destruction of goods, for any loss or damage of any nature, for any action of any nature of GPM, and for failure to hold the Event.
10. Confidential Information, Instructor recognizes and acknowledges that information not otherwise available publicly about GPM, its practices, its customers or suppliers, gained by Instructor during the term of this Agreement, including without limitation this Agreement, this Agreement, pricing, specifications, flow charts, databases, computer programs, schematics, know-how and information concerning GPM’s financial affairs, marketing, sales, customers and suppliers, and its methods, techniques, devices and operations, as they may exist from time to time, and similar information are of a confidential and proprietary nature, and are valuable, special and unique assets of GPM’s business and the businesses of its customers and suppliers, respectively (“Confidential Information”). Instructor shall not during the term or after the termination of this Agreement, disclose in any way any such Confidential Information to any person or entity, or use the same on Instructor’s own behalf, for any reason or purpose which may be detrimental to GPM, its customers or suppliers. Upon termination of this Agreement, Instructor shall deliver up to GPM all products, supplies or materials provided by GPM to Instructor as well as all records, memoranda, complete correspondence files and other papers in whatever format (e.g., printed or digital) relating to the methods, techniques, devices and operations of GPM, its customers or suppliers, and Instructor does not have nor can Instructor acquire any property right therein or claim thereto or in the underlying Confidential Information. In addition, the Information in this Agreement will be kept confidential and shall not, without GPM’s prior consent be disclosed by Instructor or by their agents, representatives or employees, in any manner whatsoever, in whole or in part, and shall not be used by Instructor, its agents, representatives or employees, other than in connection with this Event.
11. Indemnification. Instructor shall indemnify, defend, and hold harmless GPM and its officers, members, managers, employees, agents, Instructors, sublicensees, affiliates, subsidiaries, successors, and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any negligence or willful misconduct of Instructor arising from or connected with Instructor’s carrying out of the Work or its duties under this Agreement, or (ii) the Instructor’s breach of any of its warranties, representations, obligations, agreements, or duties under this Agreement.
12. Limitation of Liability. IN THE EVENT OF ANY ACTION OR CLAIM AIRING OUT OF OR RELATED TO THIS AGREEMENT AS BETWEEN THE PARTIES, INSTRUCTOR SHALL BE LIMITED TO AN ACTION FOR MONEY DAMAGES AND SPECIFICALLY ACKNOWLEDGES THAT INSTRUCTOR SHALL NOT BE ENTITLED TO EQUITABLE OR INJUNCTIVE RELIEF, ALL OF WHICH INSTRUCTOR KNOWINGLY WAIVES. INSTRUCTOR FURTHER AGREES THAT (A) UNDER NO CIRCUMSTANCES WILL GPM BE LIABLE TO INSTRUCTOR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, OR ATTORNEY’S FEES AND (B) IN NO EVENT SHALL GPM’S MAXIMUM, AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT TO BE PAID UNDER THE AGREEMENT.
13. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state of New York, and both parties hereby irrevocably submit to the exclusive jurisdiction and venue of the federal and state courts located in New York, New York.
14. Assignment. GPM may assign the Agreement freely, in whole or in part. Instructor may not, without the written consent of GPM, assign, subcontract, or delegate its obligations under the Agreement. Any such assignment without consent from GPM, entitles this Agreement void. Once executed by both parties hereto, this Agreement is binding upon the heirs, executors, representatives, successors and assigns of the parties hereto to the extent such assignment is permitted hereunder.
15. Waivers; Severability The failure of either party to enforce strict performance by the other of any provision of this Agreement or to exercise any rights under this Agreement shall not be construed as a waiver of any right hereunder. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be modified to the minimum extent necessary to comply with applicable law and the intent of the parties.
16. Survival. All warranties, representations, confidentiality, limitations of liability, and indemnification obligations in this Agreement shall survive the termination of this Agreement. In addition, those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.
17. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the matter. It supersedes any and all previous independent Instructor agreements among the parties, and no writings or verbal statements or undertakings of any kind made or given either previously to, or contemporaneously with, the signing of this Agreement and not expressly made a part of it may vary its terms.
18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall be deemed one and the same instrument. These terms and the Agreement may be executed by facsimile or electronic signature and facsimile and electronic signatures shall be fully binding and effective for all purposes and shall be given the same effect as original signatures.
