Payment & independent contractor agreement

Once payment is verified the independent contractor agreement below will be in effect. Payment constitutes your approval of this agreement.






             This Independent Contractor Agreement (the “Agreement”) is made and entered between Moonlight Madness Virtual Assistant, an independent contractor hereafter referred to as “Contractor,” and the payor for services, hereafter referred to as “Company.”

             In consideration of the covenants and conditions hereinafter set forth, Company and Contractor agree as follows:


Contractor shall perform services for the Company as designated on the “Order Form.”


Contractor shall report to Company.  Contractor shall provide a weekly written report to the Company on the progress of assignments.


             This Agreement shall commence upon payment through Paypal. The Company may terminate the use of Contractor’s services at any time without cause and without further obligation to Contractor.  Termination of this Agreement or termination of services shall not affect the provisions under Sections 4 through 11, hereof, which shall survive any termination.


Contractor will be paid up front at the website  through PayPal, or personal/business check sent to the Contractor.  After payment the Contractor will begin the Company’s task.


           (a)  Contractor recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special, and unique asset.  As used herein, the term “confidential information” includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Contractor, or (b) information that subsequently becomes public through no act or omission of the Contractor.  Contractor agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by Contractor and whether or not disclosed to or entrusted to Contractor’s custody.  Contractor agrees that Contractor shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Company.

(b)     To the extent any inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, software code, or other materials prepared by Contractor in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by the Company and they shall be deemed “work for hire” as such term is defined under U.S. copyright law.  To the extent any such materials do not qualify as “work for hire” under applicable law, and to the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection, Contractor hereby irrevocably and exclusively assigns to the Company, its successors, and assigns, all right, title, and interest in and to all such materials.  To the extent any of Contractor rights in the same, including without limitation any moral rights, are not subject to assignment hereunder.  Contractor hereby irrevocably and unconditionally waives all enforcement of such rights.  Contractor shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement.  All documents, magnetically or optically encoded media, and other tangible materials created by Contractor as part of its services under this Agreement shall be owned by the Company.


Contractor agrees that upon termination of this Agreement, Contractor will return to the Company all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the Company.  Contractor will not retain any such materials.


      Contractor warrants that:

      (a)  Contractor’s agreement to perform the Work pursuant to this Agreement does not violate any agreement or obligation between Contractor and a third party; and

      (b)  The Work as delivered to the Company will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; and

       (c)The services provided by Contractor shall be performed in a professional manner, and shall be of a high grade, nature, and quality.  The services shall be performed in a timely manner and shall meet deadlines agreed between Contractor and the Company.


             Contractor agrees to indemnify, defend, and hold the Company and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys’ fees) arising out of or in connection with any breach of this Agreement by Contractor.


             Contractor is an independent contractor of the Company.  Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Company’ sole discretion to terminate this Agreement at any time without cause.  Contractor further agrees to be responsible for all of Contractor’s federal and state taxes, withholding, social security, insurance, and other benefits.


             Contractor is free to engage in other independent contracting activities, provided that Contractor does not engage in any such activities which are inconsistent with or in conflict with any provisions hereof, or that so occupy Contractor’s attention as to interfere with the proper and efficient performance of Contractor’s services thereunder.  Contractor agrees not to induce or attempt to influence, directly or indirectly, any employee at the Company to terminate his/her employment and work for Contractor or any other person.


  (a) Governing Law. This Agreement shall be governed by and construed in accordance with State laws with regard to conflict of law principles.

(b) Entire Agreement.  This Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.

(c)  Amendment.  This Agreement may be amended by the Contractor and by the Company only by agreement of both parties.

(d)  Severability.  If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

(e)  Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement.  The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.

(f) Notices.  Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent via normal email to address of Contractor and/or Company as listed below.


 Company:                                                        Contractor:

Name/By/Title/Date                                      Moonlight Madness

Verified on Order Form                                  Elva Miranda, Virtual Assistant (VA)

                                                                            Date Verified on Order Form

Virtual Assistant Moonlight Madness