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THIS AGREEMENT made and entered into this __ day of ______, ____, by and between Gravitas Professional Services, LLC., (“Gravitas”), d/b/a Gravitas Investigations, and SUBCONTRACTOR, (Legal Entity Name) a State of (state), (Corp, LLC, Sole Proprietor) company (“Contractor”).
Contractor will act as an independent contractor of Gravitas in the performance of its duties under this Agreement. Contractor will, therefore, be responsible for the payment of all federal, state, and local taxes arising out of or related to Contractor’s work for Gravitas. Contractor will also secure required insurance as outlined later in this agreement to cover any claims for negligence, malfeasance or nonfeasance arising out of or related to Contractor’s work for Gravitas and will present Gravitas with evidence of such insurance at the time this Agreement is executed and from time to time thereafter as Gravitas may reasonably request.
- Services. Contractor agrees to provide the services for Gravitas clients during the term of this Agreement in accordance with the standards, customs, and ethical principles of private investigators in the State you are licensed.
- Licenses. Contractor will secure all necessary licenses at its sole expense necessary to perform the services required hereunder.
- Fees. Gravitas will pay Contractor fees for its services in accordance with the agreed-upon rate of _____ per day.
- Term. This Agreement shall commence on the date hereof and continue for a period of one year, unless earlier terminated pursuant to number 5 below.
- Termination. Either party may terminate this Agreement by giving thirty days’ advance written notice to the other. Upon termination, Contractor will deliver all records, files, and other information concerning Gravitas’ client to Gravitas.
- Confidentiality. Contractor acknowledges that all information it obtains during the course of its association with Gravitas is confidential and cannot be disclosed by Contractor to anyone other than Gravitas without the written consent of Gravitas or the order of a court of competent jurisdiction.
- Contractor shall not use or reveal any written or verbal information which, by its nature and under the circumstances, is confidential or proprietary, including, but not limited to, information regarding Gravitas, its directors, officers, employees, services, the terms and conditions of this Agreement, vendor lists, carrier lists, compensation schedules, and/or any of Gravitas’ trade secrets (hereinafter “Confidential Information”). Any Confidential Information in Contractor’s possession shall be returned to Gravitas immediately upon termination of this Agreement.
- Contractor affirms that it will take reasonable measures to protect the secrecy of Gravitas’ Confidential Information.
- Upon and after the termination of this Agreement, Contractor shall not use to its own advantage, or to the advantage of any other person or entity, any of Gravitas’ Confidential Information.
- Contractor agrees that if Contractor breaches any of its obligations with respect to the Confidential Information, Gravitas will be irreparably injured and will have no adequate remedy at law. Contractor agrees that Gravitas shall have the right, in addition to any other rights Gravitas may have at law or in equity, to seek and obtain relief by way of injunction from any court of competent jurisdiction. Contractor agrees to pay Gravitas’ attorneys’ fees for seeking to enforce its rights under this Agreement if a court finds that Contractor is in breach of this Agreement.
- Contractor acknowledges that Gravitas has an ongoing continuous relationship with its clients. Contractor also acknowledges and agrees that Gravitas has invested a significant amount of time and money in developing its clientele. But for Contractor’s independent contractor relationship with Gravitas, Contractor would not have the opportunity to develop relationships with Gravitas’ clients.
- Contractor understands and agrees that during the term of this Agreement and for a period of twelve (12) months after the termination of the Agreement, Contractor shall not either personally or on behalf of any other person or entity, engage in any contact or solicit any clients or potential clients of Gravitas with whom Gravitas has put Contractor in contact or with whom Contractor has learned about or came into contact with while engaging in investigatory services on Gravitas’ and Gravitas’ clients behalves.
- Contractor expressly agrees and understands that the remedy at law for any breach by Contractor of his obligations under the non-solicitation section of the Agreement shall be inadequate and that the damages flowing from such breach are not readily susceptible of being measured on monetary terms. Accordingly, Contractor acknowledges that Gravitas shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. If Contractor is determined by a court to be in breach of this agreement, it shall pay Gravitas all of its attorney fees associated with enforcing the terms of this agreement. Nothing in any section of this agreement shall be deemed to limit Gravitas remedies at law or in equity for any breach by Contractor of any of the present provisions of the non-solicitation section of this agreement which may be pursued or availed of by Gravitas.
- Contractor acknowledges that it has carefully considered the nature and extent of the restrictions upon it and the rights and remedies conferred upon Gravitas as set forth in the non-solicitation section of this Agreement, and hereby acknowledges and agrees that the same are reasonable both in terms of time and territory, are designed to eliminate unfair competition with Gravitas, are fully required to protect the legitimate economic interests of Gravitas, and do not confer a benefit upon Gravitas which is disproportionate to any detriment to Contractor.
Contractor shall acquire and maintain in full force and effect insurance coverage with carriers authorized to do business in the state(s) where the services are performed. Coverage is required in the following categories to the limit shown. Except with respect to Workers’ Compensation and Professional Errors & Omissions each limit is a per-occurrence limit. Gravitas shall be listed as an additional insured on the certificate of insurance. Contractor shall provide annual proof of insurance to Gravitas upon the renewal date of the certificate. Failure to provide updated insurance certificates will be cause to be removed from the panel.
Category of Insurance Limit
Workers compensation (if required by the state) Statutory Compliance
Including employer’s liability insurance $1,000,000.00
(including a waiver of subrogation in favor of Gravitas)
Comprehensive General Liability $1,000,000.00
Professional Errors & Omissions $1,000,000.00
- This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties hereto. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.
- This Agreement shall be binding on and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors, and assigns.
- This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Facsimile signatures on this Agreement shall have the same legal force and effect as original signatures.
- The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
- This Agreement is executed and delivered in and shall be governed, enforced, and interpreted in accordance with the laws of, the State of Ohio.
- The Exhibits attached hereto constitute a part of this Agreement and are incorporated herein by reference in their entirety as if fully set forth in this Agreement at the point where first mentioned herein.
IN WITNESS WHEREOF, the parties have hereunto set their hands this the day and year first above written.