------THE ST. LOUIS BIG BAND------

INDEPENDENT CONTRACTOR AGREEMENT/STATEMENT (amended  March 8, 2013)

Should any Independent Contractor provide services for The St. Louis Big Band (The Band), such Independent Contractor agrees to be bound and agrees to abide by all of the terms and provisions of this "INDEPENDENT CONTRACTOR AGREEMENT/STATEMENT" (Agreement/Statement), as amended March, 8, 2013 and posted on The Band's website.

--HIGHLIGHTS:

All services which you perform for The Band shall be done as an Independent Contractor, and NOT as an employee.  This Agreement/Statement shall not render any Independent Contractor an employee, partner, agent of, or joint venturer with The Band.

The Independent Contractor is and will remain an independent contractor at all times while performing services for The Band.

The Band shall NOT be responsible for withholding taxes with respect to the Independent Contractor’s compensation hereunder.

The Independent Contractor shall have no claim against The Band or against RYAN SHEEHAN, The Band's Director, hereunder or otherwise, for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

Independent Contractors are NOT salaried employees and receive no employee benefits.


WHEREAS, The Band is in the business of providing musical entertainment and musical performances for public, private, charitable and other venues; and

WHEREAS, the Independent Contractor has advanced individual special skills, training and expertise relating to the the services he/she performs for The Band; and

WHEREAS,  the Independent Contractor has been given a copy of this "Independent Contractor Agreement/Statement, amended March 8, 2013 ", or has been given the opportunity to read this "Independent Contractor Agreement/Statement, amended  March 8, 2013", which is posted on The Band's website,  should the Independent Contractor perform services for The Band, the Independent Contractor implicitly and/or explicitly agrees to this "Independent Contractor Agreement/Statement, amended  March 8, 2013", and

NOW, THEREFORE, in consideration of the foregoing and other good and valuable considerations, the receipt and adequacy of which are acknowledged, the Independent Contractor agrees as follows:

--THE INDEPENDENT CONTRACTOR'S SERVICES:

   The Independent Contractor shall provide such services for The Band which are consistent with the Independent Contractor's particular specialized skills, training and experience in providing the same, with results satisfactory to RYAN SHEEHAN, The Band's Director.


   
--NO TRAINING OF INDEPENDENT CONTRACTORS:

    The Independent Contractor represents and warrants, and The Band recognizes and acknowledges, that the Independent Contractor has unique and specialized skills, training and experience in providing the type of service which the Band has contracted with him/her to provide, and therefore The Band has not provided and will not provide any specialized or other training to The Independent Contractor.


   
--COMPENSATION AND PAYMENT:

    The Band shall compensate the Independent Contractor for the services the Independent Contractor performs for The Band, as per agreed upon by the Independent Contractor and RYAN SHEEHAN, The Band's Director.  Accordingly, the Independent Contractor is not required to submit time records to The Band.   The  Independent Contractor shall NOT participate in any benefit plan or program from or of The Band, including, but not limited to, health insurance, life insurance, disability insurance, pension or profit sharing, workers' compensation, paid vacation, unemployment, or sick pay.

    All Independent Contractors must fill out and return Federal Form W-9 to RYAN SHEEHAN, The Band's Director, prior to being compensated for services performed for The Band.

-- EQUIPMENT AND EXPENSE:

    At all times While performing services for The Band, the Independent Contractor shall provide, at the Independent Contractor's sole cost and expense, all of the equipment, materials, supplies, etc. necessary to the performance of the services which he/she provides for The Band, including, but not limited to musical instruments.

   The Independent Contractor shall at all times be personally responsible for any damage sustained to their personally owned equipment or musical instruments which the Independent Contractor uses in performance of his services for The Band.

   The Independent Contractor shall at all times be personally responsible for any damage his personally owned quipment or musical instument causes to other persons or other person's personal property.

   The Independent Contractor shall at all times be persoanally liable for all liability, loss or damages, including consequential and incidental damages, and against all claims or actions based on or arising out of damage or injury (including death) caused by or sustained in connection with the performance by the Independent Contractor of service for The Band, or based on any violation of any statute, ordinance, regulation or contract, and the defense of any such claims or actions including attorneys fees.

 --CONTROL:
 
     The Band is interested only in the results achieved by the Independent Contractor.  The Independent Contractor shall have sole and exclusive control of the manner and means by which the services are performed and shall do so according to the Independent Contractor's own means and methods of work.  The Band shall have no right to, and shall not, control, direct, approve or change the details, manner or means by which the Independent Contractor performs the services for The Band.
   


--REPORTING:

    The Band shall not require the Independent Contractor to submit any reports concerning the services performed by the Independent Contractor.

--RIGHT TO PERFORM SIMILAR SERVICES TO OTHERS:

    Subject to the compliance by the Independent Contractor with the provisions of this Agreement/Statement, the Independent Contractor retains the right to provide other individuals, businesses or the general public,  services similar to the services he/she provides for The Band.


 
--LICENSES:

    The Independent Contractor shall, at his/her sole cost and expense, secure and maintain in effect continuously throughout his/her service for The Band, any licenses necessary in connection with the performance by the Independent Contractor of the services for The Band.

--COMPLIANCE WITH LAWS:

    The Independent Contractor shall provide services for The Band in accordance with all applicable laws, regulations, ordinances and contracts applicable thereto.
   

    The Independent Contractor represents, warrants, and agrees that his/her performance of  services for The Band will not violate any contractual rights, trade secrets or other rights of any third party.   


   
--TERM AND TERMINATION:

    RYAN SHEEHAN, The Band's Director,  may terminate this Agreement/Statement, without cause,  upon written notice given to the Independent Contractor by RYAN SHEEHAN,  or by mail or email sent to the Independent Contractor by RYAN SHEEHAN,  or by notice posted on The Band's website by RYAN SHEEHAN.

      
--NON-DISCLOSURE AND NON-SOLICITATION:

    The Independent Contractor shall not directly or indirectly disclose to any person other than, RYAN SHEEHAN, The Band's Director, at any time while performing service for The Band, or following termination of expiration of the Independent Contractor's service for The Band, any confidential or proprietary information pertaining to The Band, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.   Furthermore, the Independent Contractor agrees that while performing service for The Band, and for a period of one year following the termination or expiration of the Independent Contractor's service for The Band, the Independent Contractor shall not directly or indirectly solicit or attempt to solicit any customers or suppliers or partners of The Band other than on behalf of The Band and only with RYAN SHEEHAN's written consent.

--INDEPENDENT CONTRACTOR STATUS:

    The Independent Contractor and The Band agree that the Independent Contractor shall at all times be an independent contractor and that no relationship of employer and employee, partners or other relationship is created or intended to be created by this Agreement/Statement for any purpose.

The Independent Contractor shall be treated as an independent contractor for all purposes, including without limitation for federal and state tax and other state and federal purposes.

    The Independent Contractor assumes full responsibility for payment for all federal, state and local taxes imposed or required under unemployment insurance, self employment, social security and income tax laws upon compensation paid to the Independent Contractor.

    The Independent Contractor shall not hold himself or herself as an employee, partner or agent of The Band and shall have no authority to bind The Band, or RYAN SHEEHAN, The Band's Director, in any way what so ever.

     The Independent contractor shall sign an return Federal Form W-9 to RYAN SHEEHAN, The Band's Director.

    Compensation paid to the Independent Contractor under this Agreement (when annual pay exceeds $600) will be reported annually to the Internal Revenue Service on Federal Form 1099-MISC,  of which the Independent Contractor shall receive a copy. 


  
--INDEMNIFICATION OF THE BAND:

    The Independent Contractor shall indemnify The Band and RYAN SHEEHAN, The Band's Director,  against all liability, loss or damages, including consequential and incidental damages, and against all claims or actions based on or arising out of damage or injury (including death) caused by or sustained in connection with the performance by the Independent Contractor of service for The Band, or based on any violation of any statute, ordinance, regulation or contract, and the defense of any such claims or actions including attorneys fees.

    The Independent Contractor shall also indemnify The Band and RYAN SHEEHAN, The Band's Director, against all liability and loss in connection with performance by the Independent Contractor of service for The Band, and shall assume full responsibility for  payment of all federal, state and local taxes  or contributions imposed or required under unemployment insurance, social security and income tax laws.


  
--MISCELLANEOUS:

    This Agreement/Statement contains the entire understanding of the parties with respect to all matters referred to herein and may not be changed, amended, modified or waived, except upon written notice  given to the Independent Contractor by RYAN SHEEHAN,  or by mail or email sent to the Independent Contractor by RYAN SHEEHAN,  or by notice posted on The Band's website by RYAN SHEEHAN.   

    This Agreement/Statement shall be construed under the laws of the State of Missouri and Saint Louis County, Missouri and supersedes all previous agreements/statements held between or by the Independent Contractors and/or The Band or RYAN SHEEHAN, The Band's Director.  If any provision in this Agreement/Statement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. The headings to the sections of this Agreement/Statement are for reference only and shall not affect its construction or interpretation.

Except The Band shall also post an "Anti-Discrimination/Anti-Harassment Policy' and an "Drug Free Workplace Policy" on The Band's website which shall be binding upon all Independent Contractors which perform service for The Band.

--REMEDIES FOR INDEPENDENT CONTRACTOR'S BREACH:

    In the event of a breach of this Agreement/Statement by the Independent Contractor, the Independent Contractor agrees that The Band or RYAN SHEEHAN, The Band's Director, may exercise any remedy available at law or in equity, each of which shall be cumulative and may be exercised at any time.   For any breach by the Independent Contractor of the restrictions contained in this Agreement/Statement, money damages would not be a sufficient remedy and The Band and/or RYAN SHEEHAN  shall be entitled to specific performance and injunctive relief as a remedy for the Independent Contractor's breach thereof, in addition to all other remedies available at law or in equity.

--NOTICES:

    Any notice, request, demand, consent, waiver or other communication which RYAN SHEEHAN, The Band's Director, may wish to serve, or  may be required to serve on the Independent Contractor, may be served  by written notice given to the Independent Contractor by RYAN SHEEHAN,  or by mail or email sent to the Independent Contractor by RYAN SHEEHAN,  or by notice posted on The Band's website by RYAN SHEEHAN.  

    Any notice, request, demand, consent, waiver or other communication which  the Independent Contractor may wish to serve or may be required to serve on RYAN SHEEHAN, The Band's Director, or on The Band shall be in writing and shall be served by e-mail, and a copy of any such communication shall be sent by mail to RYAN SHEEHAN.

    This Agreement/Statement may be amended at any time,  by RYAN SHEEHAN, The Band's Director, as necessary pursuant to changes in the law and other important purposes.

________________________________________________________________


RYAN SHEEHAN
DIRECTOR, THE ST. LOUIS BIG BAND