Collections-Centric Scholarly Texts Project

Sample Agreement




THIS AGREEMENT is made and entered into this __ day of___________ , 200__, by and between Traditional Fine Arts Organization, Inc., an Arizona nonprofit corporation whose address is ___________________________________, email:, hereinafter referred to as "TFAO," and __________________________________, whose address is __________________________________________________, Tel ___________________, email: ____________________________________hereinafter referred to as the "Contractor."




WHEREAS, TFAO is engaged in providing free services to the public concerning art education, and Contractor is engaged in the business of ___________________________________________________________________________; and

WHEREAS, TFAO desires to enter into this Agreement with the Contractor, providing, among other things, for Contractor's services to TFAO; and

WHEREAS, the Contractor desires to enter into this Agreement with respect to Contractor's services to TFAO, upon the terms and conditions hereinafter set forth.


NOW, THEREFORE, the parties agree as follows:

1. TFAO shall retain the Contractor and the Contractor shall assist TFAO upon the terms and conditions hereinafter set forth.

2. Term: This engagement shall commence upon execution of this Agreement and shall continue in full force and effect through ________________, 200__ or earlier upon completion of the Contractor's duties, services and/or work under this Agreement. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.

3. Duties, services and/or work of Contractor. During the period of this Agreement, the Contractor shall have the full and complete obligation and responsibility for the performance of the duties, services, and/or work described in the attached Exhibit "A" Contractor shall be obligated to TFAO for the performance of all such duties, services, and/or work.

4. Time Requirements. The Contractor shall devote, during the term of this Agreement, such of Contractor's time, energy, and skill as is necessary in the performance of Contractor's duties, services, and/or work hereunder and shall at any time, upon the request of TFAO, submit data as to the time requirements of duties, services, and/or work performed and to be performed by Contractor for TFAO in connection with this Agreement.

5. Fees to Contractor. TFAO shall pay the Contractor on a "per project" basis for duties, services, and/or work in connection with this Agreement, the exact amount for each project agreed upon in writing by TFAO and the Contractor per the attached Exhibit "B" prior to any duties, services, and/or work being performed.

6. Relation of the Parties. The Contractor is retained by TFAO only for the purposes and to the extent set forth in this Agreement and the Contractor's relationship to TFAO shall, during the term of this Agreement, be that of an Independent Contractor. TFAO shall not withhold, from sums becoming payable to the Contractor hereunder, any amounts for State or Federal Income Tax, or for FICA (Social Security) Taxes, Workers Compensation Insurance, State Disability Insurance, Medicare Taxes, State Unemployment Tax, or any other Federal or State tax during the term of this Agreement. The Contractor shall be free to dispose of such portions of Contractor's entire time, energy and skill as Contractor is not obligated to devote hereunder to TFAO in such manner as Contractor deems advisable. The Contractor shall not be considered as having an employee status with TFAO.

7. Professional Responsibility. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by the Contractor in accordance with Contractor's independent and professional judgment. The Contractor shall perform Contractor's duties, services, and/or work substantially in accordance with generally accepted practices and principles of Contractor's line of business. This Agreement shall be subject to the rules and regulations of any and all organizations and associations to which the Contractor may from time to time belong and to the laws and regulations governing the practice of the Contractor's line of business in Contractor's State.

8. Termination. This Agreement may be terminated at any time, with or without cause, by either party upon thirty (30) days written notice.

9. Notice. Any notice required to be given hereunder shall be deemed given on the third (3rd) business day following mailing of any such notice, postage paid, to the address set out herein above.

10. Income or Other Tax Designation. In the event that the Internal Revenue Service and/or the State of Arizona or State of ___________ should determine that the Contractor is, according to I.R.S. or State guidelines, an employee subject to withholding and social security contributions, or other tax contributions, the Contractor shall acknowledge, as the Contractor acknowledges herein, that all payments to the Contractor are gross payments, and the Contractor is responsible for all income taxes and social security payments thereon.

11. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in Arizona in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.

12. Assignment. The Contractor shall not assign any of Contractor's rights under this Agreement, or delegate the performance of any of Contractor's duties hereunder, without the prior written consent of TFAO.

13. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

14. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

15. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

16. Conflicts of Interest. The Contractor represents that Contractor is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between Contractor and any third party.


IN WITNESS WHEREOF, the parties have hereunto signed this agreement the day and year first above written.



by ______________________________

John Hazeltine

President, Traditional Fine Arts Organization, Inc.




(signature) ____________________________________________

(please print name) ______________________________________




Duties, services, and/or work to be Performed by Contractor

Those duties, services, and/or work described at <> and including specific essays are as follows:

(please copy and paste here the agreed upon articles and essays)




Fee Arrangement

Compensation for a text from a catalogue with one fully processed essay

Baseline charge:

TFAO estimates that an independent contractor may spend these amounts of time for baseline components. Elements include:
1. identification of authors, essay titles, copyright owner(s): .25 hours per catalogue
2. permissions process: .5 hours per catalogue for included texts
3. preparation of presentation package for TFAO: .5 hours per catalogue for included texts
total = 1.25 hours per article @ hourly equivalent rate of $30.
TFAO pays a fixed amount of $38 for this component of a complete presentation package. The actual time spent by an independent contractor may be more or less than the above estimated amount.

OCR scanning, proofreading and formatting charge:

For OCR scanning TFAO will pay 50 cents per page and for proofreading and formatting 80 cents per 1,000 characters.
Spaces between words and characters are not counted as characters.

Hypothetical example:

The total charge for a 10,600 character (about 2,000 words) text, for example, would be:
50 cents x 8 pages = $4.00
80 cents per 1,000 characters x 10.6 = $8.48
total OCR scanning, proofreading and formatting = $12.48
$12.48 + $38 baseline charge = $50.48

If books are from a private collection and cannot be borrowed from the collection by the contractor for scanning at the contractor's office, TFAO will also reimburse the contractor for out of pocket photocopying costs for texts previously approved by copyright holders for republishing by TFAO. This will allow for scanning of such photocopies taken to the contractor's office.


Compensation for additional texts from an catalogue

Sometimes a catalogue may have more than one essay. If an independent contractor and TFAO agree that the contractor may pursue permissions for republishing specified essays in a catalogue beyond one catalogue essay, then payment at the rate of $20 is made to the contractor for each of the additional catalogue essays plus the OCR scanning, proofreading and formatting charge described above is also paid to the contractor.


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rev. 4/12/10

Copyright 200-2010 Traditional Fine Arts Organization, Inc., an Arizona nonprofit corporation. All rights reserved.