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|D) QRC Agreements with Field Services|
Please accept this letter of agreement entered into by xxxxx ("Supplier") and Research [Company]. Please sign and fax it back to me for my files.
Supplier agrees to recruit and host two focus groups to be held xxxxx, at 6:00pm and 8:00pm. The topic of the groups is xxxxx. The total number of participants to be recruited is 10, with a goal of 7-10 to show. All participants must meet all qualifying screening requirements, group criteria, and quotas as specified on the enclosed Specification Sheet, as also reflected on the screening questionnaire.
Supplier will pay to participants a cash incentive of $75.00 (Seventy Five Dollars) at the completion of each group, as compensation to the respondents for their participation.
The services Supplier agrees to provide for this project are:
The participants should be contacted and reminded as follows:
For the services outlined above, Research [Company] will pay Supplier as follows:
We will send a check in the amount of $1,500, representing an advance of the full potential amount of the incentives (2 groups x 10 respondents x $75). The amount actually paid out as incentives may vary according to the number of respondents who actually show. Supplier will credit any incentive advance amount not properly paid to participants against the balance due for services.
The attached documents, entitled "Review of Obligations of Research Group Recruitment" and "Host/Hostess Responsibilities for Research Groups", outline responsibilities and obligations of the Supplier that may not be specified in this letter. The terms of these documents as well as those of the Specification Sheet are incorporated terms of this agreement. By signing this letter of agreement, you indicate understanding and acceptance of the terms of these attached documents as being contained within our agreement.
Requirements for Research Recruitment
We'd like to clarify your obligations in recruiting research subjects for us. A clear understanding from the start will make sure the interview sessions turn out as successfully as we both want them to be.
WHEREAS, Company desires to engage Contractor as an Independent Contractor, and Contractor desires to be so engaged and to perform the services set forth herein as an Independent Contractor;
Accordingly, in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is mutually covenanted and agreed by and between the parties hereto as follows:
(a) Contractor is hereby engaged to furnish marketing and consulting services on behalf of Company for new and existing customers of Company as an independent contractor.
(b) Contractor agrees to perform all functions and to fulfill all duties according to their own best judgment.
2. Term of Agreement.
(a) The term of this Agreement ("Term”) shall commence on _____________ and shall continue until terminated as hereinafter provided. Either party may terminate this Agreement, without cause, at any time upon thirty (30) days prior written notice to the other party, unless sooner terminated under subparagraph 2(b) below, provided, however, Contractor shall not be allowed to terminate this Agreement unless and until the project being worked on at the time of Contractor’s notice is complete.
(b) Company may, in its sole and exclusive discretion, terminate the Contractor’s engagement with the Company immediately upon the occurrence of any one or more of the following events:
(i) Conviction of Contractor of a felony;
(ii) Contractor’s breach of any of the material terms of this Agreement;
(iii) Death of Contractor;
(iv) Disability of Contractor which prevents Contractor from performing normal duties for fifteen (15) consecutive days;
(v) Dissolution of Contractor; or
(vi) The filing of a Petition in Bankruptcy or an Assignment for the Benefit of Creditors by Contractor.
(c) All post-Agreement obligations of Contractor including, without limitation, those set forth in Paragraphs 5 and 6 herein shall survive the termination of this Agreement.
3. Compensation. Company shall pay to Contractor for services on a per project basis as set forth on Exhibit A which shall be amended from time to time.
5. Confidential Information.
(a) Contractor agrees that information Contractor requests or learns from Company, Company affiliates, other consultants engaged by Company, or Company clients, including without limitation, "know-how;” trade secrets; accounting practices; identities of customers; potential customers and consultants; procedures and policies; survey results, product research and development details; pricing policies; operational methods and processes; marketing; sales; and other information will be treated confidentially by Contractor, whether furnished before, on or after the date of this Agreement. Such information, in whole or in part, together with analyses, compilations, or documents prepared by Contractor and associates is understood to be and will be treated as confidential and is hereinafter referred to as "Confidential Material.” The provisions of this paragraph shall survive the expiration or termination of this Agreement.
(b) Contractor agrees that the Confidential Material will be used solely for the purposes intended by Company. Contractor further agrees that the Confidential Material is the sole and exclusive property of Company and/or its current or prior clients ("Company Clients”) and that Contractor shall not have any right, title or interest in such property except for the purpose of rendering services to Company as requested by Company. Contractor agrees that Company and/or its Company Clients shall have sole and exclusive rights to patent, trademark or copyright Confidential Material and that Contractor will not attempt to claim any right, title or interest in such property.
(c) The Confidential Material will be kept confidential by Contractor without exception. All employees and Agents of Contractor as well as other consultants or vendors engaged by Contractor in connection with the performance of Contractor's consultations to Company will have access to Confidential Material only on a need-to-know basis and will be legally bound by confidentiality agreements with Contractor in accordance with Contractor's obligations to Company under this Agreement. Upon completion of assignments, Contractor agrees to promptly and directly return the Confidential Material without retaining any copies thereof.
6. (a) Non-Solicitation. In consideration of Company having introduced Contractor in the past, or introducing Contractor in the future to current and prospective Company Clients, Contractor agrees that, during the Term of this Agreement and for a period of two (2) years after the termination of this Agreement, Contractor will not compete with Company for business with those Company Clients or solicit such Company Clients and Contractor agrees to represent itself and conduct business with those clients, as well as identify itself, solely as a representative of Company at all times, unless otherwise agreed to in advance by Company. Contractor also agrees not to induce, directly or indirectly, any individual who is then employed by Company or any of its affiliates to leave the employ of the Company without the Company’s prior written consent. Contractor agrees that Company would be irreparably damaged by a violation of the covenants in this Section 6, that any remedy at law for breach would be inadequate and that Company may seek entry of injunctive relief. Contractor further understands and acknowledges that the remedy at law for breach of any provisions of this paragraph is inadequate and that any such breach will result in irreparable damages to Company. Contractor therefore agrees that Company shall be entitled to any and all available equitable relief without Bond, including injunctive relief, in addition to any other remedy Company might have, including but not limited to repaying Company for reasonable attorney’s fees and any other costs incurred by Company in enforcing the provisions of this paragraph.
(b) In the event Contractor receives any communication from a Company Client or prospective Company Client, whether written, verbal, electronic or otherwise, during the Term of this Agreement or for a period of two (2) years after the termination of this Agreement, Contractor shall: (i) promptly relay the content of such communication to Company if verbal; (ii) promptly forward a copy of said communication to Company if in any written form; and (iii) allow Company the sole right to bid on any project requested by any Company Client or prospective Company client.
7. Irreparable Harm. Contractor acknowledges that by doing business directly with the current and prospective Company Clients without the advance permission of Company, Contractor will cause Company serious damage and irreparable harm and that Company has the right to take whatever action is necessary or appropriate to resolve any breach by Contractor.
8. Right to Work. Company agrees that this Agreement does not preclude Contractor from accepting consulting work from other companies or agencies who are not Company clients or prospective clients providing that said work does not jeopardize or violate the provisions for confidentiality, obligations or representation set forth in this Agreement.
9. Nature of Relationship.
(a) Contractor hereby acknowledges that the relationship established hereby is that of an independent contractor and not as an agent, employee or other representative of Company and Contractor shall not be afforded any benefits received by employees of Company. Contractor shall not be treated as an employee of Company for any reason, including, but not limited to, the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, the State Unemployment Tax Act, any Workers compensation Act and Company shall not withhold any income tax from any amounts payable to Contractor hereunder. Contractor warrants and represents that as an independent contractor it will file all necessary state, federal and local income tax returns and any other tax returns required to be filed under applicable state and federal laws. Furthermore, Contractor warrants and represents that it will pay any and all income taxes, social security taxes, self-employment taxes, worker’s compensation taxes and any and all other taxes required to be paid with respect to the services provided to Company. Contractor shall indemnify and hold Company harmless from and against any and all amounts Company shall become required to pay by any taxing authority with respect to Contractor’s relationship with Company. Contractor shall furnish to Company Contractor’s Federal Employer Tax Identification Number.
(b) Contractor agrees to provide those services agreed upon by both parties and will devote such time, skill, labor and attention Contractor deems reasonably necessary to the effective performance of the services for the Company.
10. Modification or Partial Enforcement. Contractor and the Company agree that if any of the covenants set forth herein are deemed by a court or other appropriate tribunal having competent jurisdiction to be unenforceable or unreasonable as to scope, activity, territory or duration, or in any other respect, then such court or other tribunal may modify the scope, activity, territory or duration or other aspects of this Agreement to such extent as said court or other tribunal shall deem necessary to render such covenant reasonable and enforceable, or may enforce such covenant partially in order to effect such lesser restriction as said Court or other tribunal shall deem reasonable.
11. Successors and Affiliates. This Agreement shall be enforceable by and shall inure to the benefit of the Company’s successors and assigns. An Affiliate of the Company shall have the same rights as the Company under this Agreement and Contractor’s obligations owed to the Company under this Agreement shall be owed to the Affiliate in the same manner as they are owed to the Company. Contractor may not assign or transfer any rights or obligations under this Agreement and any such assignment or transfer shall be wholly invalid and effective.
12. Submission to Jurisdiction. Should the Company decide to seek judicial enforcement of any provision of this Agreement, Contractor agrees to the jurisdiction of any local, state, or federal court located within the state of Illinois and waives any objection which Contractor may have based on lack of personal jurisdiction, improper venue or forum non conveniens to the conduct of any proceeding in any such court.
(a) The use of headings in this Agreement is merely for convenience and shall have no legal effect, nor shall such headings be referred to in construing any provisions of this Agreement. When necessary to the meaning hereof, either the masculine or the neuter pronoun as used herein shall be deemed to refer to the masculine, the feminine, or the neuter, as appropriate, and the singular shall be deemed to include the plural.
(b) This Agreement shall be construed in accordance with the laws of Illinois.
14. Notice. Any notice, request, instruction, legal process or other instrument to be given or served hereunder by either party shall be deemed given and received when in writing and delivered personally, or four (4) days after being sent by certified or registered mail, postage prepaid, to the Company or Employee at the Company’s or Employee’s address. Either party may change such address by written notice to the other party.
15. Entire Agreement. This Agreement is the complete and exclusive statement of the agreement of the parties hereto, which supersedes all prior and concurrent proposals or understandings, whether oral or written, and all other communications between the parties, relating to the subject matter hereof. No amendments, modifications, or supplements to this Agreement shall be binding unless they are in writing and signed by both parties hereto.