This Independent Contractor Agreement (“this Agreement”) is being entered into by Farmboy, Inc. (“Farmboy”) and (“Contractor”) effective .  Farmboy and Contractor are sometimes referred to collectively herein as “the Parties”.  Farmboy is owned by Jason McArtor (“McArtor”) and, unless otherwise stated herein, the terms of this Agreement are binding on McArtor (and any other owners of Farmboy).

Farmboy is a business that performs marketing services for its clients.  As used in this Agreement, “Farmboy Clients” are (a) all persons or entities for whom Farmboy has performed marketing services prior to the execution of this Agreement (regardless of whether the relationship with said person or entity was developed in whole or in part or with Contractor’s assistance); (b) all persons or entities for whom Farmboy is performing marketing services at the time of the execution of this Agreement (regardless of whether the relationship with said person or entity was developed in whole or in part or with Contractor’s assistance); and (c) all persons or entities for whom Farmboy performs marketing services after the execution of this Agreement (regardless of whether the relationship with said person or entity is developed in whole or in part or with Contractor’s assistance).

Contractor is ready, willing and able, consistent with the terms of this Agreement, to assist Farmboy, as an independent contractor and not as an employee, joint venturer or partner, in the provision of services to Farmboy Clients while also maintaining its ability to provide services to Contractor Personal Clients.

This Agreement defines and identifies (a) the work Farmboy is enlisting Contractor to help perform; (b) the duties and responsibilities Contractor is agreeing to undertake in connection with the performance of that work; (c) the compensation to be paid by Farmboy to Contractor pursuant to this Agreement; and (d) the other terms and conditions of the relationship between Farmboy and Contractor being created by their entry into this Agreement.  Specifically, the Parties agree to the following: 

In addition to the foregoing, the Parties acknowledge and agree to the following:

1. The duties and obligations assumed by the Parties herein are supported by valuable
2. Nothing in this Agreement, or in the performance of any duties or obligations set forth herein, shall be applied, construed or interpreted as: (a) creating between the Parties any employment contract, employee/employer relationship, joint venture, partnership or other relationship beyond that of independent contractor and entity hiring an independent contractor; (b) allowing Farmboy to control the work called for by this Agreement in a manner that would indicate, or tend to support the existence of, an employer/employee relationship between the Parties; (c) creating any ownership or propriety interest for one Party in the property of the other Party; or (d) creating any relationship between Contractor and any Farmboy Client.
3. Contractor will perform to the best of its ability the work called for by this Agreement and Farmboy will cooperate to the best of its ability to facilitate the completion of that work.  Farmboy shall not have the right to control or direct the methods of Contractor completing that work.  Contractor shall, with the exception of the equipment noted above, be required to furnish, at its cost, all tools, equipment and supplies necessary to complete the work called for by this Agreement.  Contractor may be ordered by Farmboy, without invalidating this Agreement or creating an employment, joint venture and/or partnership relationship between the Parties, to make changes to the work required by this Contract if necessary to satisfy the Farmboy Client for whom the work is/was being performed.
4. Contractor warrants that its work called for by this Contract will be: (a) done in a good, workmanlike and timely manner; (b) fit for the particular purpose or purposes for which it is intended; (c) merchantable; (d) free from defects; and (e) completed in a manner consistent with the implied covenant of good faith and fair dealing that is implied in all contracts under Iowa law.  Contractor also warrants that any tools, equipment or supplies used by it pursuant to this Agreement shall be free from defects and fit for their intended use and application in the work called for by this Agreement.
5. If Contractor fails to perform as required by this Agreement, Farmboy shall have the right to withhold full or partial payment to Contractor unless and until Contractor has performed and such action by Farmboy shall not invalidate, negatively affect or obviate any term of this Agreement.  Partial payment by Farmboy to Contractor of the compensation called for by this Agreement shall not be applied, construed or interpreted as evidence of Contractor having performed as required by this Agreement or as Farmboy having accepted, approved or waived of any action or inaction by Contractor.
6. Farmboy shall not withhold, from sums payable to Contractor pursuant to this Agreement or otherwise, any amounts for state or federal tax purposes and all liability for such sums shall be the responsibility of Contractor.  Farmboy shall have no responsibility to provide or purchase insurance that covers Contractor, Contractor’s agents or employees or Contractor’s work pursuant to this Agreement.
7. Contractor shall indemnify, defend and hold harmless Farmboy against all causes of actions, claims and obligations (including but not limited to attorneys’ fees and litigation expenses) for damages or losses, of any type and regardless of how they are characterized, arising out of or related to Contractor’s (including its agents or employees) performance, or failure to perform, work called for by this Agreement.  The foregoing sentence shall cover, without limitation, matters arising out of or related to the active or passive negligence of Contractor (including its agents or employees).  Contractor and/or its insurance provider(s) shall, upon demand by Farmboy, provide a complete defense of all causes of action, claims or obligations covered by the provisions of this paragraph and, in doing so, shall be, and shall remain forever and always, fully responsible for all of the costs of such defense and any damages awarded to, or recovered by, any claimant by virtue of judgment, settlement or otherwise.
8. Each Party shall have the right, with or without cause, to terminate this Agreement at any time.  Neither Party shall have the right, by terminating this Agreement, to invalidate, negatively affect or obviate the terms of the same.  If a termination of this Agreement takes place prior to the completion of any work called for by this Agreement, Contractor shall be entitled to payment for only so much of the work as has been completed up to that point so long as the actions or inactions of Contractor (or its agents or employees) up to that point (including, without limitation, the termination of this Agreement) have not negatively affected Farmboy’s ability to complete its responsibilities to Farmboy Clients on any work covered by this Agreement.
9. With respect to any concepts, designs, footage, ideas, images, logos, methods, procedures or products that are, in whole or in part, created or developed by either Party as a result of work called for by this Agreement, Farmboy will be the owner of the same absent a contrary written agreement between the Parties.  Furthermore, after the termination of this Agreement, any social media data or information (including, without limitation, email addresses, followers, friends and/or personal data) that were acquired or developed through electronic media or social media accounts created or gathered as a result of work called for by this Agreement, shall be the property of Farmboy.
10. In connection with the work called for by this Agreement, the Parties recognize that it may be necessary or advisable for one or both of them (as the disclosing Party or “DP”) to share with the other (as the receiving Party or “RP”) data, information or materials (“Confidential Material”) that the DP would not want made public or to be used against their interests.  As a general matter, the Parties both want to proceed in a manner that, if they do disclose Confidential Material to the other, the RP will not, by virtue of receiving the same, come to have any ability or right to use the same outside of the project at issue or in any way that is harmful to the DP.  In furtherance of the foregoing, the Parties agree that: (a) they shall do their best to identify to the other what they think constitutes Confidential Material before the disclosure of the same but a failure to do so shall not be determinative as to whether something is, in fact, Confidential Material; (2) Confidential Material shall be such data, information or materials as the DP takes reasonable steps to treat as such in the normal course of its business or that is otherwise entitled to protection as a “trade secret” under Iowa law; (3) data, information or materials is not Confidential Material if (a) it is already within the RP’s possession at the time of the disclosure thereof by the DP; (b) it is, at the time of its disclosure by the DP, publically known or available; (c) it becomes, through no fault of the RP, publically known or available within twelve months of being disclosed to the RP by the DP; (d) it is acquired/made known to the RP from a third party having no obligations of confidentiality to the DP; (e) it is independently developed by the RP; or (f) it is required by law, regulation or statute to be disclosed; (4) with respect to any Confidential Material, and in addition to not using, directly or indirectly, the same for its own benefit or in a way that is harmful to the DP, the RP will use its best efforts to prevent and/or stop the disclosure or use of said Confidential Material to or by anyone else and will cooperate with the efforts of the DP to accomplish that same goal; (5) the Confidential Material of the other Party has value as such and the unwanted disclosure or use of the same will cause irreparable damage to the DP such that, in face of such unwanted disclosure, or threat of the same, the DP shall be entitled to an injunction preventing the same and shall not, in seeking such an injunction, be required to post a bond or demonstrate the lack of an adequate remedy at law in the event of such unwanted disclosure.  The provisions of this paragraph shall remain in full force and effect for a period of 2 years after the termination of this Agreement.
11. The Parties agree that Farmboy does not want this Agreement, or any work done or information exchanged pursuant to the same, to be used to facilitate Contractor being able to (a) solicit, or attempt to solicit, Farmboy Clients to hire Contractor to perform the same type of services being provided to Farmboy Clients by (in whole or in part) Farmboy; and/or (b) solicit, or attempt to solicit, employees of Farmboy to leave said employment for the purpose of coming to work for Contractor (or any person or entity related to Contractor).  As such, the Parties agree that, during the term of this Agreement and for a period of twelve months following the termination of this Agreement by either or both Parties, Contractor will not solicit, or attempt to solicit, Farmboy Clients to hire Contractor to perform the same type of services being provided to said clients by (in whole or in part) Farmboy and/or solicit, or attempt to solicit, employees of Farmboy to leave said employment.

12. The Parties agree that Contractor does not want this Agreement, or any work done or information exchanged pursuant to the same, to be used to facilitate Farmboy being able to (a) solicit, or attempt to solicit, Contractor Personal Clients and/or Contractor Reserved Commercial Clients to hire Farmboy to perform the same type of services being provided to Contractor Personal Clients and/or Contractor Reserved Commercial Clients by (in whole or in part) Contractor; and/or (b) solicit, or attempt to solicit, employees of Contractor to leave said employment for the purpose of coming to work for Farmboy (or any person or entity related to Contractor).  As such, the Parties agree that, during the term of this Agreement and for a period of twelve months following the termination of this Agreement by either or both Parties, Farmboy will not solicit, or attempt to solicit, Contractor Personal Clients and/or Contractor Reserved Commercial Clients to hire Farmboy to perform the same type of services being provided to said clients by (in whole or in part) Contractor and/or solicit, or attempt to solicit, employees of Contrator to leave said employment.

13. So long as this Agreement remains in place and the terms of the same are being complied with, Contractor shall be allowed to continue to use, so long as said use is not inconsistent with, or disruptive to,  the needs of Farmboy, the above-noted work space and/or equipment for the aspect of Contractor’s business that involves work for Contractor Personal Clients and Contractor Reserved Commercial Clients.  Absent the prior written approval of Farmboy, under no circumstance shall Contractor use the above-noted work space and/or equipment for the purpose of providing services to/working for any person or entity that is not a Farmboy Client, a Contractor Personal Client or a Contractor Reserved Commercial Client.

14. The Parties agree that, by virtue of being allowed by Farmboy to use the above-noted work space and equipment, and being enlisted to work on projects involving Farmboy Clients, Contractor will be (and has been in the past) given valuable insight into to the workings of Farmboy as a company as well as valuable access to (and information about) Farmboy clients that Farmboy has worked to, and will work in the future to, develop relationships with.  As such, Contractor agrees that, in addition to the other matters set forth herein, for a period of twelve months following the termination of this Agreement, neither it nor any of its current or future owners will compete or attempt to compete, directly or indirectly, with Farmboy in the provision of advertising and/or marketing services in greater Des Moines metro area including, without limitation, Polk County and Dallas County.

15. The duty of Farmboy to provide payment to Contractor pursuant to this Agreement is not personally guaranteed by McArtor (or any other owner of Farmboy).

16. Each Party shall remain entirely responsible for maintaining (and paying for) their own liability, med pay, umbrella and workers compensation insurance and neither Party shall be required and/or expected, unless otherwise agreed in writing and/or stated in this Agreement, to provide insurance protection for the other and/or to be responsible or liable for the actions or omissions of the other Party.  As appropriate based on the facts of any given situation and any particular insurance policy, nothing in the preceding sentence shall be applied, construed and/or interpreted as preventing either Party from coming within the definition of “other insured” (or other similar designation) under any insurance policy.  Additionally, the terms of this section of this Agreement shall not be applied, construed and/or interpreted as diminishing, lessening, limiting and/or obviating the duties of Contractor detailed in numbered paragraph 7 of this Agreement.

17. If any action is commenced by Farmboy to enforce any cause of action, claim, duty, obligation or right relating to or arising out of this Agreement and, (b) if Farmboy is the prevailing party in such an action, Contractor shall, in addition to any other damages or relief recovered by Farmboy, be required to pay any and all costs, including attorneys’ fees, incurred by Farmboy in such action.

18. Neither Party shall have the right to enter into any contract, or make any legally binding commitment on behalf of the other Party, without the prior express written consent of the other Party.

19. This Agreement (a) contains the entire agreement of the Parties concerning the matters discussed herein; and (b) may be modified or amended only if the amendment or modification is made in writing and is signed by both Parties.

20. If any provisions of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.

21. The failure of any Party to enforce any provision of this Agreement shall not be applied, construed or interpreted as a waiver of that Party’s right to subsequently enforce and compel strict compliance with any or all of the provisions of this Agreement.

22. This Agreement shall be governed by the laws of the State of Iowa.

23. No rule of construction against the drafter of a document shall be used in applying, construing and/or interpreting this Agreement.

24. Neither Party shall have the right, absent the express written consent of the other Party, to assign their duties or obligations under this Agreement to a third party.

25. Neither Party will be liable to the other for any loss, damage or default occasioned by strike, civil disorder, governmental decree or regulation, Act of God or any other event or occurrence that would constitute a “force majeure” under Iowa law.