SURF GWADA YOGA TEACHER CONTRACT
Effective as of the Acceptance Date, Surf Gwada (hereafter “Guiding Company”), and Yoga Teacher (hereafter “Yoga Teacher”), agree that Yoga Teacher will provide instruction during a Yoga Retreat to clients of Surf Gwada under the Terms and Conditions of this Independent Contractor Agreement (the Agreement).
1. TERM OF AGREEMENT
1.1 This Agreement is effective for the dates of the Yoga Retreat signed below.
2. INDEPENDENT CONTRACTOR
2.1 Both parties agree that Yoga Teacher is an Independent Contractor and not an employee, agent, or partner of Surf Gwada. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Guiding Company and Yoga Teacher or any employee or agent of Yoga Teacher.
2.2 Yoga Teacher retains the right to provide services to others during the term of this Agreement and is not required to devote its services exclusively to Guiding Company.
3. YOGA TEACHER’S SERVICES
3.1 Method of Providing Services: Yoga Teacher will conduct themselves and their classes during the Yoga Retreat in a manner consistent with commonly accepted professional standards.
3.2 Schedule: Guiding Company shall maintain and publicize a schedule showing the starting time and ending time of the Yoga Retreat as agreed between Guiding Company and Yoga Teacher. Guiding Сompany agrees to provide on site/off site locations for the yoga classes and Yoga Teacher agrees to provide yoga classes on on site/off site locations during the Yoga Retreat.
3.3 Substitute Contractors: Yoga Teacher may not use substitutes for its services on the dates of the Yoga Retreat, unless Guiding Сompany agrees to it.
4. PAYMENT FOR SERVICES
4.1 Compensation Rate for Yoga Retreat: In consideration of the services to be provided by Yoga Teacher to Guiding Company, Guiding Company agrees to pay the Yoga Teacher according to the following:
$1500 as a base payment for one Yoga Retreat (7 days/6 nights) with an additional payment of $300 per student in the group for the same Yoga Retreat.
$450 to cover the Yoga Teacher’s flight.
4.2 Invoices and Date of Payment: Guiding Company administrative systems will automatically generate an invoice for Yoga Teacher’s services. Teacher has the ability to verify and correct these records at any time prior to the payment.
4.3 Payment for services will be made by Guiding Company's financial institution, to the address shown in this agreement, or by direct deposit, to Yoga Teacher’s bank account as given in this agreement, as elected by Yoga Teacher.
5. COSTS AND EXPENSES
5.1 Yoga Teacher shall be responsible for his/her travel and communications expenses, all professional fees, fines, licenses, insurance, bond or taxes required of or imposed on Yoga Teacher, and any other costs of doing business. Guiding Сompany shall not be responsible for any expenses or costs of any kind incurred by Yoga Teacher in providing services for yoga teaching during Yoga Retreat. Surf Gwada covers the Yoga Teacher’s accommodation for the period of the Yoga Retreat, on island transportation and excursions with the Guiding Сompany while leading the Yoga Retreat.
6. OTHER FEES
6.1 Yoga Retreat Cancellation Fee: In the event a Yoga Teacher chooses to cancel a Yoga Retreat that has been scheduled, that Yoga Teacher is liable for an $1,500.00 cancellation fee, unless otherwise mutually agreed to in writing by both parties.
7. OBLIGATION OF THE YOGA TEACHER
7.1 Liability Insurance and Indemnification: Yoga Teacher agrees to indemnify and hold Guiding Company and its owners and agents harmless against any and all liability imposed or claimed, including attorney’s fees and other legal expenses, arising directly or indirectly from any act or failure of Yoga Teacher or Yoga Teacher’s assistants, substitutes, employees or agents. This includes all claims relating to the injury or death of any person or damage to any property.
7.2 Local, State, and Federal taxes: Yoga Teacher understands that, as an Independent Contractor, it is solely responsible for paying all required local, state, and federal taxes and insurance. In particular, Guiding Company will not:
Withhold FICA (Social Security) from Yoga Teacher’s payments;
Make state or federal unemployment insurance contributions on behalf of Yoga Teacher;
Withhold state or federal income tax from Yoga Teacher’s payments;
Make disability insurance contributions on behalf of Yoga Teacher; or
Obtain workers’ compensation insurance on behalf of Yoga Teacher.
7.3 No Employee Benefits: Yoga Teacher understands that, as an Independent Contractor, it is not entitled to any benefits typically associated with an employee, such as medical, sick or vacation benefits.
7.4 Proprietary Information and Intellectual Property. Yoga Teacher agrees that all materials prepared on behalf of Guiding Company is the sole property of Guiding Company and shall be surrendered to Guiding Company upon demand. All client information, sales information, and communications among Guiding Сompany associates and Yoga Teacher related to Guiding Company are confidential and to be used solely for the purpose of Guiding Company and shall not be conveyed, transferred, or shared with any other person or business. Yoga Teacher hereby agrees that Guiding Company may take photographs and video and other imagery for the purpose of promoting the services of Yoga Teacher and/or Guiding Company and that Yoga Teacher waives all rights to these images and gives Guiding Company the exclusive rights to use them.
8. OBLIGATION OF GUIDING COMPANY
8.1 Cooperation of Guiding Company: Guiding Company agrees to comply with all reasonable requests of Yoga Teacher, and to provide access to all pertinent services, facilities, and documents reasonably necessary for Yoga Teacher to provide services under this contract. Guiding Company shall make public the schedule of Yoga Retreats to be taught by Yoga Teacher.
8.2 Place of Work: Guiding Company agrees to organize space or premises, under the terms of this contract, for use by Yoga Teacher while providing contracted services.
9. DEFAULT AND TERMINATION OF AGREEMENT
9.1 Termination on Occurrence of Stated Events: This Agreement shall terminate automatically upon the occurrence of the bankruptcy, insolvency, sale or death of either party. This includes removing access to administrative systems, the premises, and appearance on the schedule of classes.
9.2 Guiding Company, at its option, may terminate this agreement immediately by giving written notification to Yoga Teacher. We reserve the right in any circumstances to cancel a retreat. In particular our retreats require a minimum number of at least 60% of the participants to have booked by 30 days before the start date. If this minimum number is not reached by that date we may cancel the retreat. For the purpose of this section, material breach of this Agreement includes, but is not limited to, the following circumstances:
9.3 Damage by Default: Failure of Yoga Teacher to perform as agreed in this Agreement is cause for material damage to Guiding Company and its members, clients, or students. Yoga Teacher agrees that in the event of such failure, may pursue reimbursement for all damages incurred by it as a result of the actions or inactions of Yoga Teacher. Damage may arise from the following events, including, but not limited to:
Yoga Teacher fails to show up for a scheduled Yoga Retreat and fails to secure a qualified substitute by following the Policies and Procedures;
Yoga Teacher fails to conduct a class safely or professionally;
Yoga Teacher defames Guiding Company, its agents, or employees either orally or in writing; or
Yoga Teacher’s conduct results in substantiated or meritorious complaints from Guiding Company’s members or clients.
9.4 Termination by Yoga Teacher for Default of Guiding Company: Should Guiding Company default in the performance of this Agreement or materially breach any of its provisions, Yoga Teacher, at its option, may terminate this agreement immediately by giving written notification to Guiding Company.
9.5 Guiding Company Failure to Pay: Should Guiding Company fail to pay Yoga Teacher any part of the compensation set forth in Article 4.1 of this Agreement on the date due, Yoga Teacher, at its option may terminate this Agreement immediately if the failure is not remedied by Guiding Company within 15 days from the date payment is due.
10. GENERAL PROVISIONS
10.1 Notice: Any notice required under this Agreement must be in writing by email. If either party changes its email address, emailed notice of such change must be given immediately to the other party. Emailed notices are deemed communicated as of one day after mailing. Guiding Company’s address is firstname.lastname@example.org. Yoga Teacher’s address is as provided on this form.
10.2 Entire Agreement of Parties: This Agreement supersedes any and all other agreements and or contracts, either oral or written, between the parties regarding Yoga Teacher’s services for a Yoga Retreat organized by Guiding Company. It contains all of the covenants and agreements between the parties, regarding the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this contract. If there is any agreement, statement or promise not in this contract, it shall be void, invalid and non-binding. Any modification of this contract will be effective only if it is in writing and approved by both parties.
10.3 Partial Invalidity: If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
10.4 Government Documents: Yoga Teacher agrees to file all necessary government documents, including appropriate tax returns, reflecting its income and status as an Independent Contractor for the services rendered to Guiding Company. Should any government agency audit the files of Guiding Company and request information about Yoga Teacher, Yoga Teacher agrees to immediately furnish Guiding Company with any records, including tax returns, relating to the services rendered to Guiding Company.
11. LEGAL PROCEEDINGS
11.1 Arbitration and Governing Law: Both parties agree to mediate any controversy between them involving the construction or application of any of the terms, covenants or conditions of this contract. This Agreement shall be governed by and construed under Connecticut law.
12.1 Appendices to this Agreement may be modified from time to time with the mutual agreement of Guiding Company and Yoga Teacher. Such modification shall be an addendum and revision of this Agreement and shall become effective upon the date of the signature by both parties.