HEARTFUL EDITOR
SPRING 2025 INDEPENDENT CONTRACTOR AGREEMENT
This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement") is effective on January 1, 2025, and is by and between Heartful Editor, LLC, a limited liability company (hereinafter referred to as "Company"), and the ACADEMIC WRITING COACH AND EDITOR (LONG TERM), an individual (hereinafter referred to as "Contractor"). The Contractor and the Company are each individually referred to herein as a “Party” and jointly as the “Parties.”
SECTION 1: RECITALS
1.1 The Company provides academic writing coaching and editing services for students, faculty, and academic and career professionals.
1.2 The Contractor is an academic writing coach and editor.
1.3 The Company desires to retain the Contractor's Services, as defined herein, in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants set forth below and intending to be legally bound, the Parties agree as follows:
SECTION 2: SCOPE OF WORK
2.1 SERVICES. The Company has engaged the Contractor to provide academic writing coaching and editing services as described here:
The Services provided by the Contractor include, without limitation, coaching students, faculty, and academic and career professionals on writing and the mechanics of style; reading and reviewing all documents for grammar, spelling, punctuation, consistency in formatting, and alignment with style and campus guidelines; suggesting alternative words or phrases, providing guidance on sentence and paragraph structure, and advising on flow and organization of ideas; providing students, faculty, and academic and career professionals with a thorough overview of areas needing attention and improvement; tracking all edits and changes for the Client to review and accept or reject; effectively using word processing functions to format page numbers, page and section breaks, tables of contents, lists of tables and figures, and related formatting tasks; and maintaining consistent and ongoing communication with Clients to ensure steady support over the length of the project so the Client is not adversely affected by lack of support.
2.2 PERFORMANCE OF SERVICES. The Contractor shall have the right and responsibility to control the manner and means of the completion of the Services. The Contractor shall have reasonable discretion in selecting the dates, times, and location in which they perform such Services throughout the month giving due regard to the deadlines and needs established by the Company.
2.3 STANDARD OF CONDUCT. In rendering the Services under this Agreement, the Contractor shall perform such Services in a diligent and workmanlike manner and in accordance with industry standards of work and business ethics. The content, style, form, and format of the Services shall be satisfactory to the Company and shall be consistent with the Company’s standards. In no event shall the Contractor take any action or accept any assistance or engage in any activity that would result in any person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company.
2.4 OUTSIDE SERVICES. The Contractor shall not use the service(s) of any other person, entity, or organization in the performance of the Services without the prior written consent of the Company. Should the Company consent to the Contractor’s use of the services of any other person, entity, or organization, the Contractor understands and agrees the Contractor shall be solely responsible for the actions of any third party and shall bear full responsibility for supervising and monitoring all services performed by the third party. The Contractor shall not disclose any information regarding the Services to be performed under this Agreement until such person, entity, or organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information, as defined below, and the Company’s absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.
2.5 REPORTS. The Contractor shall periodically provide the Company with written reports, by email, of their activities as established by the Company and the status of accounts regarding the Services. Upon the termination of this Agreement, the Contractor shall, upon the request of the Company, prepare a final report of the Contractor’s activities.
2.6 COMPETENT WORK. The Contractor shall use their best efforts in the performance of the Services and shall perform all work in a competent fashion in accordance with the Company’s policies and applicable standards of the profession. The Contractor is expected to be competent in the Publication Manual of the American Psychological Association (APA, 7th Edition) and applicable Word functions. It is the Contractor’s sole responsibility to strengthen their editing and formatting skills and make necessary improvements based on the Company’s guidance and feedback. All Services are subject to final approval by the Company.
2.7 REPRESENTATIONS AND WARRANTIES. The Contractor will make no representations, warranties, or commitments binding the Company without the Company's prior written consent.
SECTION 3: INDEPENDENT CONTRACTOR
3.1 INDEPENDENT CONTRACTOR. The Parties understand and agree the Contractor is an independent contractor and is not an employee, partner, agent, or co-venturer of or in any other service relationship with the Company. The manner in which the Contractor’s Services are rendered shall be within the Contractor’s sole control and discretion. The Contractor is not authorized to speak for, represent, or obligate the Company in any manner without the prior express written authorization from the Founder of the Company.
3.2 EQUIPMENT. The Contractor shall be responsible for providing, at the Contractor's own expense, any computers, software, hardware, internet connection, resources, and/or other technology and materials necessary to complete the Services.
3.3 TAXES. The Contractor shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement. In the event the Company authorizes the Contractor's use of any other person, entity, or organization in the performance of the Services in accordance with section 2.4 hereof, the Contractor shall be responsible for all payroll taxes, fringe benefits, workers’ compensation insurance, and other legally required withholdings or benefits for the Contractor’s employees. The Contractor acknowledges federal, state, local income, or payroll tax will not be withheld or paid by the Company on behalf of the Contractor or their employees.
3.4 BENEFITS. The Contractor and the Contractor’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan, of the Company. No workers compensation insurance shall be obtained by the Company covering the Contractor or the Contractor’s employees.
SECTION 4: HOURS AND COMPENSATION FOR SERVICES
4.1 HOURS. The Contractor is expected to work a minimum of 10–30 hours per month, subject to demand for the Company’s Services. The Contractor is also expected to work approximately 15+ hours per week during the peak season of mid-February through mid-June. In the event the Contractor anticipates having less than 15+ hours of availability in any given week during the peak season, the Contractor shall notify the Company in writing at least 7 days in advance so accommodations can be made to support the Contractor’s Clients and team members. This expectation helps the Company meet demand for the Services and determine workforce needs for continued growth.
4.2 COMPENSATION. The Company shall pay per project type. Academic writing coaches and editors who complete short-term projects will be paid $30.00 per hour, and academic writing coaches and editors who complete long-term, faculty, and career projects will be paid $35.00 per hour. These rates will be paid to the Contractor as consideration for the Services performed. Payment will be issued on the first day of the month for the Services rendered 2 months prior (e.g., January hours will be paid on March 1st). Failure of any Client of the Company to pay due to dissatisfaction with the final product or the Heartful Editor experience may result in a reduction in the Contractor's compensation. Work performed by the Company to correct the Contractor's errors in the final product due to negligence on the part of the Contractor, or due to Client dissatisfaction, may also result in a reduction in the Contractor's compensation.
SECTION 5: TERM AND TERMINATION
5.1 TERM. This Agreement shall be effective as of January 1, 2025, and shall continue until June 30, 2025, or until terminated by either party hereto. Based on the Contractor’s performance, the Company may invite the Contractor to renew for another 6 months at the end of this Agreement. Either party may terminate this Agreement upon 30 days prior written notice to the other party.
5.2 TERMINATION FOR CAUSE. The Company may terminate this Agreement immediately for “Cause,” after giving the Contractor written notice of the reason. For purposes of this section, "Cause" means: (1) the Contractor has breached provisions of Section 6, 7, 8, or 9 of this Agreement in any respect; (2) the Contractor has materially breached any other provision of this Agreement and the breach continues for 5 days following receipt of a written notice from the Company; (3) the Contractor has committed fraud, misappropriation, or embezzlement in connection with the Company business; (4) the Contractor has been convicted of a felony; or (5) the Contractor disparages or defames the Company.
5.3 RESPONSIBILITIES UPON TERMINATION. Upon termination of this Agreement:
5.3.1 The Company shall submit to the Contractor any earned but unpaid compensation within 30 days of termination; and
5.3.2 The Contractor shall immediately return any work, supplies, or other materials that may have been provided to the Contractor by the Company in connection with or furtherance of the Contractor’s Services under this Agreement, including, without limitation, any projects or other work for the Contractor's review.
5.4 SURVIVAL. The provisions of Sections 6, 7, 8, 9, 10 and 11 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.
SECTION 6: CONFIDENTIAL INFORMATION
6.1 DEFINITION. For the purpose of this Agreement, “Confidential Information” shall mean information not generally known, and proprietary to the Company or to a third party for whom the Company is performing work, including, without limitation, names, addresses, and other personal information of the Company's Clients, trade secrets, confidential or secret designs, processes, business plans, strategies, tactics, techniques, materials, whether or not patented or patentable, directly or indirectly useful in any aspect of the business of the Company, databases, management systems and sales and marketing plans of the Company, the Company's financial information, any confidential secret development or research work of the Company, or any other confidential information or proprietary aspects of the business of the Company. All information the Contractor acquires or becomes acquainted with during the period of this Agreement, whether developed by the Contractor or by others, that the Contractor has a reasonable basis to believe to be Confidential Information, or that is treated by the Company as being Confidential Information, shall be presumed to be Confidential Information, including the Heartful Editor Guidelines.
6.2 OBLIGATION OF CONFIDENTIALITY. In performing the Services under this Agreement, the Contractor may be exposed to and will be required to use certain Confidential Information, as defined above, of the Company. The Contractor agrees the Contractor will not use such Confidential Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information without the written authorization of the Company, either during or after the term of this Agreement.
SECTION 7: RIGHTS AND DATA
7.1 DELIVERABLE ITEMS. All items prepared and submitted by the Contractor to the Company or its Clients in connection with the Services rendered under this Agreement shall belong exclusively to the Company and shall be deemed works made for hire (the “Deliverable Items”). To the extent any of the Deliverable Items may not, by operation of law, be works made for hire, the Contractor agrees to assign, and hereby does assign to the Company, all copyright and other proprietary rights in the Deliverable Items. The Contractor agrees to give the Company or its designees all assistance reasonably required to perfect such rights.
SECTION 8: NONSOLICITATION
8.1 NONCOMPETITION. The Contractor may perform services, either directly or indirectly, for other companies, businesses, or enterprises, including, without limitation, those businesses in competition with the Company, during the term of this Agreement, provided, however, that the Contractor not use any of the Company’s confidential or proprietary information in the performance of such services. All information, materials, guidelines, and policies of the Company shall only be used in performance of the Services on behalf of the Company. The Contractor shall not use the information, materials, guidelines, and policies of any other company, business, or enterprise in the performance of the Services.
8.2 NONSOLICITATION. The Contractor agrees it shall not solicit any Clients of the Company for any purpose, for any product or service, regardless of whether such product or service is similar to products or Services provided by the Company. The Company's client lists are confidential and shall at all times remain the sole property of the Company. The Contractor is prohibited from using the Company's client list for any purpose other than to provide the Services on behalf of the Company.
SECTION 9: NONDISCLOSURE AGREEMENT
9.1 NONDISCLOSURE. Without the Client’s prior written consent, Contractor will not (a) disclose Client’s intellectual property to any third party, (b) make or permit to be made copies or other reproductions of Client’s intellectual property, or (c) make any commercial use of Client’s intellectual property. The Contractor will carefully restrict access to Client’s intellectual property to those in the Company who are subject to nondisclosure restrictions and who clearly need such access to participate on the Company’s behalf to perform Contractor services.
9.2 DELETION OF CLIENT’S INTELLECTUAL PROPERTY. Upon completion of the project, Contractor shall immediately delete all original materials provided by Client and any copies, notes, or other documents in Contractor’s possession pertaining to Client’s intellectual property.
SECTION 10: RIGHT TO INJUNCTIVE RELIEF
10.1 RIGHT TO INJUNCTIVE RELIEF. The Contractor acknowledges that the terms of Sections 6, 7, 8, and 9 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable in scope and duration, and are not unduly restrictive. The Contractor further acknowledges that a breach of any of the terms of Articles 6, 7, 8, or 9 of this Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief, including, without limitation, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties without posting a bond. The Contractor acknowledges that an award of damages to the Company does not preclude a court from ordering injunctive relief.
SECTION 11: GENERAL PROVISIONS
11.1 SEVERABILITY. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
11.2 NOTICE. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by first-class regular mail, or by other verifiable means such as Federal Express or United Parcel Service addressed to the other party's address as set forth in this Agreement, or as may be changed from time to time by providing notice to the other party.
Notices shall be sent to:
Sara Kathleen Henry, PhD
c/o Heartful Editor
3200 Paseo Village Way #2745
San Diego, CA 92130
11.3 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws, and not the laws of conflicts, of the State of California. All disputes arising out of or related to this Agreement shall be resolved exclusively in state or federal court in San Diego County, California.
11.4 COMPLETE AGREEMENT. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
11.5 DISPUTE RESOLUTION. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties first agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. In the event the parties cannot resolve the dispute through mediation, the parties agree such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute which is determined and/or settled by arbitration pursuant to this Agreement, will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved. The jurisdiction and venue for any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be San Diego County, California.
11.6 MODIFICATION. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
11.7 WAIVER OF BREACH. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach.
11.8 SUCCESSORS AND ASSIGNS. The parties understand and agree the Services provided by the Contractor under this Agreement are specific to the Contractor's talent and experience. As such, the Contractor shall not assign its rights or obligations under this Agreement without the prior written consent of the Company, which may be withheld in the Company's sole discretion. The Company may assign this Agreement without the Contractor’s consent in the event the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon, and inure to the parties hereto, their successors and assigns.
11.9 NO CONFLICT. The Contractor warrants that the Contractor has not previously assumed any obligations inconsistent with those undertaken by the Contractor under this Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the date set forth below.