Form Ic-03 - Independent Contractor Agreement Form (Page 2 of 4) in pdf

that during the term of this Agreement, Contractor may contract with other businesses,

whether public or private entities, to provide similar services.

4. Indemnity. Contractor is solely responsible to pay all taxes, fees, assessments and

other charges in relation to Contractor's provision of services hereunder and agrees to

take full responsibility for all applicable tax obligations, and agrees to indemnify ACS

for any liability it may incur by virtue of any payments made by ACS to Contractor

pursuant to this Agreement, or based upon any delinquency incurred by Contractor in

relation to Contractor’s provisions of services.

5. Insurance.

Contractor shall be solely responsible for providing general liability,

automobile, workers’ compensation, and malpractice insurance for Contractor and

Contractor’s agents, employees or assistants, and agrees to hold harmless and

indemnify ACS for any and all claims arising out of any injury, disability or death of

Contractor or any of Contractor’s agents, employees or assistants.

6. Expenses. Contractor expressly acknowledges and agrees that during the term of this

Contract, Contractor shall be responsible for the payment of all expenses incurred by

Contractor in the performance of Contractor’s obligations under this Agreement.

7. Equipment. ACS shall not provide any equipment, supplies or office space for

Contractor. Contractor is fully in control of, and will bear the expense of, any

equipment, supplies and office space related to the performance of the work described

in this Agreement.

8. Not Entitled to Employee Benefits.

Because Contractor is an independent

contractor, ACS will not be responsible for providing any employee benefits for

Contractor or any of Contractor’s employees. Further, it is agreed that ACS will not

be responsible for the collection, withholding or payment of taxes or contributions of

any nature on behalf of the Contractor.

As a result of Contractor’s independent contractor

9. Confidential Information:

relationship with the ACS Contractor will have access to “confidential information”

about the ACS and its business, subsidiaries, and affiliates. Contractor agrees that

Contractor will not at any time utilize for personal benefit, or directly or indirectly

divulge or communicate to any person, firm, corporation or entity, any confidential

information concerning ACS and its business, subsidiaries and affiliates, which was

disclosed to or acquired by Contractor at any time during Contractor’s relationship

with ACS, except upon direct written authority of the President of ACS or an

authorized representative. Contractor specifically agrees that all confidential

information or knowledge concerning matters affecting or relating to ACS’ business

obtained by Contractor is deemed by the parties to this Agreement to be included

within the terms of this paragraph and to constitute important, material and

confidential trade secrets that affect the successful conduct of ACS' business and its

goodwill. “Confidential information” means information which includes, but is not

limited to, the names, buying habits or practices of any of the ACS' customers;

Form Ic-03 - Independent Contractor Agreement Form Page 2