Agreement
This Agreement (“Agreement”), is made on the date subscribed to herein below, between the undersigned individual, (hereinafter “You” or “Contractor”) and De Novo Review, LLC., a Florida limited liability company (the “Company”) and governs the business relationship between the Contractor and the Company.
1. Parties. You agree to assist the Company for certain legal projects and to be temporarily staffed to assist the Company’s Clients (“Clients”) with certain legal projects, including but not limited to legal research and writing and related services as may be assigned to You from time to time. You agree that the Company may temporarily staff you to perform work as a contract attorney, in-house attorney, or consultant to assist the Clients in the furtherance of their businesses and/or law firms.
2. Representations. You have represented that You are a duly licensed attorney and understand that You will be providing services as an independent contractor only and not as an employee, associate, attorney, Of Counsel, partner, or member of the Company. You agree that you will provide proof of licensure as an attorney and a certificate of good standing from the governing entity for the state in which you are licenses to practice law. You agree that you will maintain professional liability and/or errors and omissions insurance to cover You for any and all legal work that you may perform. You shall provide the Company with proof of such licensure and insurance upon execution of this agreement and every year thereafter upon renewal or upon request by the Company. You agree to follow and abide by all relevant rules of attorney professional conduct and you agree to apply the highest degree of professional standards, including but not limited to the diligent avoidance of conflicts of interest, to any assignment or Project that the Company may provide you with.
3. Compensation. You have agreed to be compensated at the OFFERED PROJECT RATE for work on all assigned projects. You will bill all hours worked on a particular client project to the applicable client account.
4. Time Tracking. All detailed billable time for each task (no block billing) must be entered in De Novo Review’s time tracking system. You must complete and submit a W-9 form to De Novo Review.
5. Work Product. Any written product prepared by you must be formatted so that it is ready to deliver to the client, file or serve. This agreement shall operate as an irrevocable and unconditional assignment by You to De Novo Review of all ownership rights in any work or creation you produce as part of De Novo Review project work, including but not limited to the right to use such works or creations for purposes other than that for which they were created, to use such works or creations in marketing or promotional campaigns or materials with or without designating You as the author or creator, and to prepare derivative works based on Your work. De Novo Review may reuse Your work for any purpose in its sole discretion without Your permission and without additional compensation.
6. Parties' relationship. You will be exclusively responsible for the payment of all taxes incidental to the compensation paid for services performed under this Agreement, including but not limited to federal and state income, sales, or use taxation. Your relationship with De Novo Review is one of an independent contractor to a purchaser of independent-contractor services. Nothing in this Agreement shall create an employment or agency relationship with De Novo Review, LLC or with any client of De Novo Review, LLC, nor shall you act as an employee of De Novo Review, LLC. You may accept or decline work as you may see fit and in your sole discretion. You further understand and agree that you are not eligible for or entitled to participate in or make any claim upon any benefit plan, policy, or practice offered by De Novo Review or any client(s) of De Novo Review, its parents, affiliates, subsidiaries, or successors to any of their direct employees, regardless of the length of Your assignment to such client(s) by De Novo Review, LLC. Therefore, with full knowledge and understanding, You hereby expressly waive any claim or right that You may have, now or in the future, to such benefits and agree not to make any claim for such benefits.
7. Nondisclosure/Confidentiality. You agree that You will not in any manner disclose to any person, partnership, firm or corporation any information concerning any matter affecting or relating to the business of De Novo Review, including but not limited to any trade secrets, productions processes, Projects, customers, pricing or marketing plans, or other proprietary or sensitive information belonging to or concerning De Novo Review. This shall remain in effect for five (5) years following completion of your work under this Agreement. You agree that all communications (electronic or otherwise), records, files, reports, process sheets, protocols, financial information, policies, manuals, databases, processes, procedures, computer systems, materials and other documents pertaining to service rendered by You for or arising from De Novo Review, or operations of De Novo Review, in any form or medium, belong to De Novo Review and are confidential. You agree that any information provided by any client of De Novo Review or prepared by you for any such client, or provided to you by De Novo Review, including but not limited to records, files, documents, reports, medical records, financial information, process information, business or trade secrets, emails, letters, discussions, communications is confidential and governed by this paragraph.
8. Conflicts. You agree to obtain the identities of all parties to a matter or project before beginning work on that matter or project and to conduct a full and appropriate conflict check before accepting any assignment or project. Your acceptance of assignment of a project constitutes your affirmative representation that You have reviewed all interested parties to the suit or legal matter and that you have no actual or potential conflict of interests relating to the project. If at any time You become aware of a potential or actual conflict relating to a project You are working on, you agree to immediately inform De Novo Review by providing written notice of the conflict. You also agree that you will keep all client information, if any acquired, confidential.
9. Non-Solicitation and Non-compete. While this Agreement is in effect and for a period of two (2) years after the termination of this Agreement pursuant to Paragraph 10, you agree that you will not, directly or indirectly on your behalf or as a principal, partner, shareholder, officer, contractor, agent, limited partner, government employee, consultant, or director of any person, corporation, or organization, attempt to or engage in business activities that are competitive with De Novo Review or participate in the ownership or operation of any business engaged in providing outsourced legal services to any client of De Novo Review. You agree that you will not directly solicit or offer your services to any client of De Novo Review. You also agree to not solicit any work or seek employment or compensation, directly or indirectly, from De Novo Review’s clients or communicate directly with any of De Novo Review's clients during the term of this Agreement and for (2) years from the date on which this Agreement is terminated pursuant to Paragraph 10. De Novo Review has the right to seek injunctive relief as well as damages for any breach of this Agreement. You agree that venue is proper in Miami-Dade County, Florida and You agree to submit to the jurisdiction of the federal or state courts located in Miami-Dade County, Florida.
10. Term. This agreement is effective when signed. You may terminate this agreement at any time, without cause. De Novo Review may terminate this agreement at any time, without cause and without providing any prior notice to You.
11. Operation. Each Contractor shall calendar all deadlines on both his/her own calendar and the Company calendaring systems. Each Contractor is responsible for their own equipment and all associated costs. Each Contractor is responsible for all fees and costs associated with their state bar, continuing education credits, legal malpractice insurance (error and omissions), legal research database, email address and project management tool. While working on Projects or tasks pursuant to this Agreement, You agree to obtain and maintain the use of a smart phone and two monitors or a single large monitor capable of performing work via a split screen. At your own cost.
12. Timeliness of Project Work. The timely delivery of high-quality legal work is the Company’s highest priority and is expected by the Company’s Clients. It is essential that before you commit to any work that you ensure that you are able to meet the Client's expectations, including deadlines and quality of work. A Contractor will not be compensated for any work that is: 1) subpar; 2) viewed as poor quality work by the Client or the Company; 3) incorrect; 4) improperly recommended; 5) does not meet the deadline; or 6) does not comply with the Client’s specifications and/or standards. A fee of $50 per project may be assessed to Contractor for any work that is not submitted by the deadline date.
13. Additional Terms. This Agreement herein incorporates by reference the Company’s “Photographs and Video Consent, Waiver, Indemnity and Release” agreements which the Contractor herein acknowledges. The Contractor and the Company agree to be bound by the Photographs and Video Consent, Waiver, Indemnity, and Release agreements as they may be amended from time to time.
14. Governing Law. If any provision of this Agreement or of any additional agreements or documents expressly incorporated herein, is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Agreement shall remain operative and binding on all Parties. This Agreement and any additional agreements or documents expressly incorporated herein, shall be governed by and interpreted in accordance with the laws of the State of Florida and any action under this Agreement shall be brought in Miami-Dade County, Florida. You agree that venue is proper and You agree to submit to the jurisdiction of the federal or state courts located in Miami-Dade County, Florida. You and the Company expressly waive any and all rights to a jury in any and all judicial proceedings relating to or arising out of this Agreement and any additional agreement expressly incorporated herein.
15.
Execution. This agreement
can be executed by clicking “Accept” below.
Photographs and Video Consent, Waiver, Indemnity and Release
Photographs, Videos and Recordings
I hereby grant permission to De Novo Review, and its representatives, to take photographs or videos of me and to make recordings of my voice.
I further grant De Novo Review the right to reproduce, use, exhibit, display, broadcast and distribute and create derivative works of these images and recordings in any media now known or later developed. I acknowledge that De Novo Review owns all rights to the images and recordings.
Waiver, Indemnity and Release
I hereby waive any right to inspect or approve the use of the images or recordings or of any written copy. I also waive any right to royalties or other compensation arising from or related to the use of the images, recordings, or materials. I hereby release, defend, indemnify and hold harmless De Novo Review from and against any claims, damages or liability arising from or related to the use of the images, recordings or materials, including but not limited to claims of defamation, invasion of privacy, or rights of publicity or copyright infringement, or any misuse, distortion, blurring, alteration, optical illusion or use in composite form that may occur or be produced in taking, processing, reduction or production of the finished product, its publication or distribution.
I am 18 years of age or older and I am competent to contract in my own name. I have read this document before Accepting below, and I fully understand the contents, meaning and impact of this consent, waiver, indemnity and release. This consent, waiver, indemnity and release is binding on me, my heirs, executors, administrators and assigns.