For the purposes of this Agreement, entities providing services or products to the National Coalition of 100 Black Women, Inc. Fort Worth Metropolitan Chapter shall be designated as the 'Vendor.' The National Coalition of 100 Black Women, Inc. Fort Worth Metropolitan Chapter (NC100BW, Inc. Fort Worth Metropolitan Chapter) shall be designated as the 'Client.'

Expenses: The Vendor shall be responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions/payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided Vendor.

Liability Insurance: The Vendor agrees to bear all responsibility for the actions related to themselves and their employees or personnel under this Agreement. In addition, the Vendor agrees to obtain comprehensive liability insurance coverage in case of bodily or personal injury, property damage, contractual liability, and cross-liability (“Liability Insurance”).

The minimum amount for the Liability Insurance = $1,000,000.

Independent Vendor/Contractor Status: The Vendor, under the code of the Internal Revenue Service (IRS), is an independent Vendor, and neither the Vendor's employees or contract personnel are, or shall be deemed, the Client's employees.

In its capacity as an independent Vendor, Vendor agrees and represents: Vendor has the right to perform services for others during the term of this Agreement; Vendor has the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed. Vendor shall select the routes taken, starting and ending times, days of work, and order the work is performed; Vendor has the right to hire assistant(s) as subcontractor or to use employees to provide the Services required under this Agreement. Neither Vendor, nor the Vendor’s employees or personnel, shall be required to wear any uniforms provided by the Client; The Services required by this Agreement shall be performed by the Vendor, Vendor’s employees or personnel, and the Client will not hire, supervise, or pay assistants to help the Vendor; Neither Vendor nor Vendor’s employees or personnel shall receive any training from the Client in the professional skills necessary to perform the Services required by this Agreement; and Neither the Vendor nor Vendor’s employees or personnel shall be required by the Client to devote full-time to the performance of the Services required by this Agreement.

Business Licenses, Permits, and Certificates: The Vendor represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.

Federal and State Taxes: Under this Agreement, the Client shall not be responsible for Withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes from the Vendor’s payments to employees or personnel or make payments on behalf of the Vendor; Make federal or state unemployment compensation contributions on the Vendor’s behalf; and the payment of all taxes incurred related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Vendor is not a corporation, all applicable self-employment taxes. Upon demand, the Vendor shall provide the Client with proof that such payments have been made.

Benefits of Vendor’s Employees: The Vendor understands and agrees that they are solely responsible for and shall be liable for all benefits that are provided to their employees, including but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.

Unemployment Compensation: The Vendor shall be solely responsible for the unemployment compensation payments on behalf of their employees and personnel. The Vendor shall not be entitled to unemployment compensation in connection with the Services performed under this Agreement.

Workers’ Compensation: The Vendor shall be responsible for providing all workers’ compensation insurance on behalf of their employees. If the Vendor hires employees to perform any work under this Agreement, the Vendor agrees to grant workers’ compensation coverage to the extent required by law. Upon request by the Client, the Vendor must provide certificates proving workers’ compensation insurance at any time during the performance of the Service.

Indemnification: The Vendor shall indemnify and hold the Client harmless from any loss or liability from performing the Services under this Agreement. In the absence of available insurance coverage, the indemnification provisions shall be controlling, and all losses, without limitation, shall be subject to indemnification.

Confidentiality: The Vendor acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Vendor in order for the Vendor to perform their duties under this Agreement. The Vendor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Vendor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform Services on the Client's behalf.

Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by Client for Vendor to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and information belonging to customers and suppliers of the Client about whom the Vendor gained knowledge as a result of the Vendor's Services to the Client. Upon termination of the Vendor's Services to the Client, or at the Client's request, the Vendor shall deliver to the Client all materials in the Vendor's possession relating to the Client's business. The Vendor acknowledges any breach or threatened breach of confidentiality that this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies otherwise available at law.

Proprietary Information. Proprietary information, under this Agreement, shall include:

The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Vendor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Vendor retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product; Vendor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Vendor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Client will be entitled to use Vendor's name and/or likeness in advertising and other materials.

No Partnership: This Agreement does not create a partnership relationship between the Client and the Vendor. Unless otherwise directed, the Vendor shall have no authority to enter into contracts on the Client's behalf or represent the Client in any manner.

Assignment and Delegation: The Vendor may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a Subcontractor(“Subcontractor”). The Vendor recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.

The Vendor shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with this Agreement. If any such information is shared by the Subcontractor to third (3rd) parties, the Vendor shall be made liable.

Governing Law: This Agreement shall be governed under the laws in the State of Texas.

Severability: This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.

Breach Waiver: Any waiver by the Client of a breach of any section of this Agreement by the Vendor shall not operate or be construed as a waiver of any subsequent breach by the Vendor.

Additional Terms and Conditions: The National Coalition of 100 Black Women, Inc. Fort Worth Metropolitan Chapter mandates a professional level of conduct for our approved vendors. Vendors are expected to observe NCBW policies, procedures, and bylaws and demonstrate the efficacy of business and organization. In accordance with the Vendor Code of Conduct, vendor agrees to maintain the highest standards of professional and personal conduct, supply the best quality materials and service, refrain from the use or display of inappropriate, unwelcomed or inflammatory content.

Entire Agreement: This Agreement represents the agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and Vendor.