Southwest Key Enterprises
General Terms & Conditions
1. Services provided by Contractor; Compensation; Billing. Contractor hereby agrees to provide the services as stated in the Specific Terms. In consideration for said services, Southwest Key Enterprises hereby agrees to pay Contractor the rate outlined in the Specific Terms of this agreement. Contractor shall complete and sign an invoice, mutually acceptable to both parties, which shall be delivered, within ten days of completion of the work, to the address listed in the Specific Terms and Conditions.
2. Term and Termination. This agreement is effective as stated in the Specific Terms and Conditions. Additionally, this Agreement may be terminated immediately upon written notice by Southwest Key Enterprises, with or without cause. Notice is considered given when properly addressed and hand delivered or mailed to the non-terminating party by Certified Mail, Return Receipt Requested, postage prepaid. In the event this agreement is terminated, before the term expires, Contractor shall submit a final invoice within thirty (30) days after the termination date, for work completed through the date of the termination. In such instances, Contractor shall be paid a reasonable amount, as determined by Southwest Key Enterprises, for work completed through the date of the termination.
3. Independent Contractor; Confidentiality; No Conflict of Interest. The parties hereby agree that Contractor shall act as an independent contractor and not as an employee of Southwest Key Enterprises. Contractor shall have no claim against Southwest Key Enterprises for vacation pay, sick leave, retirement benefits, Social Security benefits, workers compensation, disability benefits, unemployment benefits or any other benefits inuring to an employee of Southwest Key Enterprises. Southwest Key Enterprises shall have no control over the manner or methods by which Contractor performs the services agreed to herein. Contractor shall be wholly responsible for the payment of any taxes owed for the funds Contractor receives pursuant to this Agreement. Contractor recognizes and acknowledges that in the course of performing services required by this Agreement, Contractor will have access to, become acquainted with, and obtain information and knowledge relating to the business, condition, methods of operation and other aspects of Southwest Key Enterprises, its affiliates and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary, and that Contractor could substantially detract from the value and business prospects of Southwest Key Enterprises in the event, during the term of this Agreement or at any time thereafter, Contractor were to disclose to any person not related to Southwest Key Enterprises or use such information and knowledge for the advantage of Contractor or other person. Accordingly, Contractor hereby agrees that Contractor will not disclose such information to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representatives of, or other persons related to, Southwest Key Enterprises, and that such disclosure shall be made only on a “need to know” basis. To the best of Contractor’s knowledge, Contractor has not, within the past two years, worked or volunteered on behalf of Southwest Key Enterprises, any company related to Southwest Key Enterprises, or any funder, competitor or vendor of Southwest Key Enterprises. To the best of Contractor’s knowledge, Contractor is not related to anyone who works for any company related to Southwest Key, serves on the board of directors of any company related to Southwest Key Enterprises or volunteers for any company related to Southwest Key Enterprises.
4. Entire Agreement, Waiver; Partial Invalidity; Ambiguities; Notices. This Agreement supersedes any and all other agreements, either oral or written, between the parties hereto and contains all of the covenants and agreements between the parties with respect to such contract. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, have been made by any party, or by anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. Any modification of this Agreement shall be effective only if it is in writing and signed by the party to be charged. A waiver of any breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Any ambiguous language in this Agreement shall be interpreted as to its fair meaning, and not strictly for or against either party, regardless of whether either party drafted the Agreement. Any Notice required to be given pursuant to this Agreement shall be in writing, postage prepaid, and shall be sent by certified mail, return receipt requested, to Contractor or Southwest Key Enterprises at the address identified in the Specific Terms.
5. Governing Law; Laws; Indemnity; Insurance; Limitation of Liability. This Agreement shall be governed by and in accordance with the laws of the State of Texas, and venue for any action or proceeding to enforce or interpret any provision of this Agreement shall be in Travis County, Texas. Contractor shall abide by all laws, statutes, regulations and ordinances in completing the terms of this agreement. Contractor hereby agrees to indemnify and hold Southwest Key Enterprises harmless from and against any and all claims, suits, damage or damages and/or loss or losses and/or action or actions of any kind as the result of and arising out of the services provided by Contractor under this Agreement. Contractor agrees to purchase and maintain, at its own expense any insurance to the extent deemed prudent by Contractor and/or required by this Agreement. Contractor agrees to waive any and all claims against Southwest Key Enterprises, which might otherwise arise from work performed pursuant to this Agreement. Contractor further agrees that Southwest Key Enterprises’ liability to Contractor or to any third party, for any damage arising from the performance of this Agreement shall not exceed One Thousand Dollars ($1,000.00).
6. Nonassignability; Standard of Care, Licensure, Certification; Code of Ethics; Background Inquiry; Drug and Alcohol-Free Workplace; No Driving; Southwest Key Enterprises Policies and Procedures. Contractor shall not assign any of Contractor’s rights or responsibilities of this Agreement without the prior written consent of Southwest Key Enterprises. Contractor agrees that Contractor’s services will be performed with that level of care and skill ordinarily exercised by members of Contractor’s profession currently operating under similar conditions and circumstances, that Contractor is licensed or certified, if required, and that Contractor knows and will follow any applicable code of ethics of Contractor’s profession. Contractor and Contractor’s workers shall cooperate with Southwest Key Enterprises and provide Southwest Key Enterprises with all information and/or documentation including driver’s license information, social security number and completed background inquiry documents to allow for Southwest Key Enterprises to attain a criminal background check regarding Contractor and/or Contractor’s workers, if Southwest Key Enterprises requests such information to protect its interests. Because Southwest Key Enterprises has a vital interest in maintaining a safe, healthy, and efficient work environment for all employees and Contractors, the parties agree and recognize that Southwest Key Enterprises’ work environment should be free from the use of illegal drugs, alcohol, and the unauthorized use of prescription drugs. Unless otherwise specifically agreed to in writing, Contractor is not authorized to drive on behalf of Southwest Key Enterprises. Contractor agrees to comply with all applicable Southwest Key Enterprises policies and procedures.