Themba Tutors Independent Contractor Agreement
This Independent Contractor Agreement (“Agreement”) is entered into as of (“Effective Date”) by and between Themba Tutors LLC (“Company”) and (“Independent Contractor” or “IC”).
The Independent Contractor is a self-employed business engaged to provide professional services to their clients. This Agreement establishes a business-to-business relationship wherein Themba Tutors provides a defined scope of administrative and coordination services to the Independent Contractor. This relationship is not one of employer-employee, agent, joint venturer, or partner. The Independent Contractor retains complete autonomy and discretion over their business operations, including but not limited to the means and methods for performing services, the hours worked, the location of services, and the specific tutoring or coaching methodologies utilized.
The Independent Contractor is not entitled to any benefits or privileges that the Company may make available to its employees. The Independent Contractor represents and warrants that they are a self-employed professional who holds themself out to the public as such and is free to perform services for other clients or businesses, including competitors of the Company. The Independent Contractor is solely responsible for all business expenses (including travel, supplies, continuing education, and insurance) and for all federal, state, and local income, self-employment, and social security taxes. Professional liability insurance is highly recommended but not required. The Company reserves the right, with thirty (30) days’ written notice, to require proof of professional liability insurance coverage if necessary to comply with client, institutional, or regulatory requirements.
The Company will not withhold any taxes from payments made to the Independent Contractor. This clause is a core element of the parties’ mutual intent to create and maintain an independent contractor relationship.
The Independent Contractor shall not represent themselves as an employee, partner, or agent of Themba Tutors, nor make statements or commitments binding the Company.
In compliance with the New York State Freelance Isn’t Free Act, this Agreement serves as a legally binding written contract for services. The Company and the Independent Contractor agree to adhere to its principles as a best practice to ensure clear, fair, and timely compensation.
The Independent Contractor is an independent business that bills and collects payment directly from clients. In exchange for Themba Tutors’ administrative and coordination support, the Independent Contractor agrees to pay the Company an administrative fee. This fee is for services including, but not limited to, client introductions, administrative support, marketing, billing coordination, and use of the Company's platform.
The Independent Contractor must submit invoices to Themba Tutors for the administrative fee portion only between the 11th and 18th of each month for the prior month, and shall remit payment of all amounts due no later than the 18th.
If the Independent Contractor fails to remit Themba Tutors’ fees by the due date, the Company may assess a $25 late fee per late invoice (with allowance for one late invoice per school year without penalty, unless due to medical reasons). Repeated failure to remit fees on time constitutes a material breach of this Agreement, entitling the Company to pursue legal remedies, including but not limited to collection of unpaid amounts and recovery of damages.
Payment Methods: Payments to Themba Tutors may be made via Venmo, Zelle, or ACH transfer, provided no processing fees are incurred by the Company. Checks are also accepted. Stripe, QuickBooks, or similar platforms incurring Company fees are not permitted.
In exchange for administrative coordination, client introductions, and platform support, the Independent Contractor agrees to pay Themba Tutors the administrative fees set forth in Exhibit A (Fee Schedule), which may be updated from time to time with written notice via email between the Company and the Independent Contractor. Any update to Exhibit A shall be communicated in writing (including by email) and shall become effective on the date specified therein, provided that the Independent Contractor continues to accept new clients thereafter.
The Independent Contractor is solely responsible for setting client rates, billing clients directly, and collecting payment. Themba Tutors’ fees are for administrative services only and are not tied to educational outcomes.
The Independent Contractor is solely responsible for ensuring that any professional certifications or credentials they hold remain valid and in good standing throughout the term of this Agreement. The IC shall provide a copy of any such certification to Themba Tutors upon request and must provide an updated copy upon its expiration.
To be eligible for client introductions and to maintain the safety and trust of clients, particularly those involving minors, the Independent Contractor must provide proof of a recent, passing background check or agree to undergo one. The Independent Contractor is responsible for the full cost of any such background check. The results of the background check may, in the Company’s discretion, impact the Independent Contractor's eligibility to receive or continue receiving client introductions from Themba Tutors.
Failure to comply with this obligation shall entitle the Company to recover all unpaid fees, reasonable attorneys’ fees, and any damages arising from such breach.
This obligation is not a non-compete clause. The Independent Contractor remains free to pursue and serve other clients and to compete with Themba Tutors for new business. This provision is solely for the purpose of ensuring fair compensation for the Company's original investment in establishing and maintaining the client relationship.
Themba Tutors does not accept or pay referral fees in connection with the performance of professional services. The Company’s role is strictly limited to facilitating introductions and providing administrative and coordination support. Any fees paid to the Company by the Independent Contractor are exclusively for these administrative services and are not conditioned upon or in any way a consideration for the referral of a student or client.
The Independent Contractor shall not disclose, use, or exploit any confidential or proprietary information of the Company or its clients, except as required in the course of performing services under this Agreement. This includes but is not limited to client lists, client contact information, marketing strategies, and administrative fee structures. The IC agrees not to use any of this information to gain a competitive advantage or to compete directly with Themba Tutors during the term of this agreement and for one year thereafter.
The IC shall not use Themba Tutors’ name, branding, or intellectual property without prior written consent. Client and student information must be safeguarded with appropriate care.
This confidentiality obligation survives termination for one (1) year and applies to all information obtained during the Agreement. (This does not conflict with Section 5, which separately requires post-termination administrative fees for up to 16 months.)
The Independent Contractor agrees to indemnify, defend, and hold harmless Themba Tutors, its members, officers, affiliates, successors, assigns, employees, and other independent contractors from and against any and all claims, liabilities, damages, losses, judgments, penalties, settlements, costs, or expenses (including reasonable attorneys’ fees and legal expenses) arising out of or related to the acts, omissions, or breaches of this Agreement by the Independent Contractor, including but not limited to:
Conversely, if the IC is named in a claim solely due to their association with Themba Tutors and the matter is unrelated to the IC’s actions, Themba Tutors shall defend, indemnify, and hold harmless the Independent Contractor.
Both parties shall retain a copy of this Agreement and all records of invoices, communications, and documents related to services under this Agreement for a minimum of six (6) years following its termination, as required by applicable law, including the Freelance Isn’t Free Act. Upon lawful request, these records must be made available to the New York State Department of Labor or other relevant authorities for audit purposes.
The Independent Contractor acknowledges that Themba Tutors does not dictate or control the Independent Contractor’s work schedule. However, as a professional business, the Independent Contractor is expected to maintain a standard of timely and professional communication.
For purposes of this Agreement, a timely response generally means within two (2) business days unless otherwise agreed. Failure to maintain timely communication that materially interferes with the Company’s services may impact the Independent Contractor’s eligibility for new client introductions or, if persistent, constitute a material breach of this Agreement.
Either party may terminate this Agreement with thirty (30) days’ written notice. All provisions relating to confidentiality, client continuation, indemnification, and dispute resolution shall survive termination.
The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in Kings County, New York. The costs of arbitration shall be shared equally by the parties, except as otherwise determined by the arbitrator. Each party shall bear its own attorney’s fees, unless the arbitrator awards fees under applicable law. The decision of the arbitrator shall be final and binding.
This Agreement is governed by the laws of the State of New York, and the parties agree that venue for any related court proceedings shall be exclusively in Kings County, New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Themba Tutors LLCBy: Craig Selinger
Title: Member, Themba Tutors LLC
Date:
Independent Contractor
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