Parties. This Agreement is between Our Friends, LLC ("Client") and [Contractor Legal Name], a [sole proprietorship/LLC/Corporation] ("Contractor"). Contractor is engaged in the independently established business of providing day‑of‑event staffing services to multiple clients.
Scope. From time to time, Client may offer written Work Orders describing deliverables, venue, access rules, call windows, and compensation. Contractor may accept or decline any Work Order. Upon acceptance, Contractor will furnish qualified personnel, tools, and methods to achieve the deliverables.
Contractor Status (B2B). The parties intend a business‑to‑business relationship under Cal. Lab. Code § 2776. Contractor represents and warrants that it: (a) is free from Client’s control and direction in performing services, both by contract and in fact; (b) is properly licensed and registered for tax purposes; (c) maintains a separate business location (which may include a home office) and business presence; (d) customarily provides the same or similar services to other clients and actively markets such services; (e) supplies its own tools and equipment customary for the services; (f) sets or negotiates its rates; (g) has the right to accept or decline engagements and determine the manner and means of performance; and (h) may engage staff or qualified substitutes at its discretion, subject to venue access and safety requirements.
No Employment Relationship. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Contractor is solely responsible for its taxes, insurance, benefits, and compliance obligations. Status, if disputed, shall be determined under the Borello multifactor test as provided by § 2776.
Compensation & Invoicing. Unless otherwise specified in a Work Order, compensation is a flat fee per engagement (not hourly). Contractor will invoice Client after each engagement; payment due Net [7–15] days. Contractor bears its own business expenses unless a Work Order expressly states otherwise.
Scheduling & Manner of Work. Client may specify event start time, venue and safety rules, and service standards. Subject to those, Contractor controls how to perform the work, including sequencing, staffing, and breaks for its personnel.
Replacements/Subcontracting. Contractor may assign or engage qualified substitutes or assistants under Contractor’s supervision, provided venue and legal requirements are met. Contractor remains responsible for performance.
Branding & Appearance. Contractor supplies attire customary for upscale events (e.g., professional black attire). Use of Client/venue supplied materials (e.g., wristbands, bar mats) to meet event requirements does not alter independent status.
Insurance. Contractor maintains appropriate business insurance customary for its operations (e.g., general liability). If Contractor uses employees, it maintains workers’ compensation as required by law.
Compliance & Permits. Each party will comply with applicable laws and venue rules. Nothing requires Contractor to perform work requiring a CSLB license.
Single‑Engagement Events. Where applicable, the parties acknowledge Cal. Lab. Code § 2779 for single‑engagement events (or a series in the same location no more than once per week). Related Work Orders will reflect negotiated compensation and allocation of tools/materials.
Confidentiality. Contractor will keep non‑public Client and event information confidential, except as required to perform the engagement.
Indemnity. Each party will defend and indemnify the other against third‑party claims arising from its own negligence, willful misconduct, or breach of this Agreement.
Term & Termination. Either party may terminate this Agreement prospectively with written notice. Accepted Work Orders remain binding unless mutually cancelled.
Governing Law. California law governs.
Entire Agreement. This Agreement (with Work Orders) is the entire agreement and may be amended only in writing signed by both parties.