STANDARD WORK ORDER TERMS AND CONDITIONS
PLEASE REVIEW THESE TERMS AND CONDITIONS IN THEIR ENTIRETY. WHEN YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY SUBMITTING OR ACCEPTING A WORK ORDER, YOU WILL BE LEGALLY BOUND BY THEM. IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, DO NOT SUBMIT OR ACCEPT A WORK ORDER.
These Standard Work Order Terms and Conditions (the “Work Order Terms”) govern all work orders (“Work Orders”) between or among registered services providers (“Providers”) and buyers of their services (“Buyers”) using the Field Nation website and software platform (the “Platform”). The Buyers and Providers who use the Platform to purchase and offer services have agreed, as a condition of registration, to abide by the Buyer Terms and Conditions, Provider Terms and Conditions, and the terms of the Field Nation User Agreement (collectively the “Platform Agreements”). Capitalized terms used below have the meaning set forth in the Platform Agreements unless otherwise indicated.
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Work Order Process.
These Work Order Terms are incorporated into each Work Order that is submitted by a Buyer and accepted by a Provider. These Work Order Terms, together with any accepted Work Order, are a binding contract between the Buyer and Provider.
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1.1
Information.
Each Work Order posted by a Buyer shall state: (a) the identity of the Buyer; (b) the location where the services are to be performed; (c) a description of the services; (d) the work schedule; (e) the fees being paid for the services; and (f) any other specific terms included by the Buyer.
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1.2
Acceptance or Changes.
Any Provider may accept a Work Order or make a counteroffer. A Buyer may accept or reject such counteroffer.
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1.3
Binding Agreement.
Upon acceptance of a Work Order by a Provider, or upon a Buyer’s acceptance of Provider’s counteroffer, a legally binding agreement exists between such Provider and Buyer, and the terms of that Work Order as modified shall govern the provision of services between the Buyer and Provider.
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Payment Terms.
Provider will be paid for the services at the rates stated in the Work Order, subject to deduction of fees payable to Field Nation for use of the Platform. No other fees, benefits, or compensation of any kind shall be payable to Provider. Provider will only be paid after Provider: (a) has completed all services stated in the Work Order, (b) has verified that the services have been completed using the Platform, and (c) the Buyer has accepted the services via the Platform or otherwise made no complaints concerning the nature, quality, or timeliness of the work performed by Provider. All payments to a Provider for services performed will be facilitated by Field Nation on behalf of a Buyer.
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Independent Contractor Status.
Provider is an independent contractor and not an employee of Buyer. No agreements by or among Buyer or Provider shall be construed to create an employment, partnership, joint venture, or agency relationship. For purposes of verifying its independent contractor status, each Provider expressly represents and warrants that:
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3.1
Provider and its employees possess the specialized skills and experience necessary to perform the services for any Buyer to whom it offers its services;
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3.2
Neither Field Nation nor any Buyer will provide Provider with any training, direction, or similar assistance with the services;
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3.3
Provider has the right to determine the manner in which the services will be performed consistent with Provider’s experience and specialized skills;
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3.4
Except for the Platform and as expressly stated otherwise in a Work Order, Provider will provide all equipment and tools that are necessary to complete the services;
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3.5
Provider will not be paid for any additional business expenses that Provider incurs in providing the services unless the Work Order expressly states otherwise, including any office, travel, and telephone expenses; and
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3.6
Provider will be responsible for the management of any employees or subcontractors working for it and, without limiting the generality of the foregoing, will be responsible for payment to the proper authorities of all federal, state, or provincial unemployment insurance premiums or taxes, required workers compensation premiums, any pension plan contributions required by any jurisdiction where work is performed, employment expenses for any of Provider’s employees and for deduction and remittance of all income tax due for Provider and any of its employees.
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Insurance.
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4.1
Provider will maintain worker's compensation and all other employee or worker's insurance coverage legally required in each jurisdiction in which services are performed. In the event that Provider is eligible to opt out of the workers’ compensation requirements under the governing law and chooses to do so, then Provider must submit affirming exemption from worker’s compensation coverage to Field Nation in electronic form via the Platform. The current form of such statement can be found at the following link: www.app.fieldnation.com/legal/?a=provider Field Nation may update the form to comply with workers’ compensation requirements in its sole discretion.
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4.2
Provider will also maintain commercial general liability insurance coverage with combined policy limits of at least $1,000,000, and automobile liability insurance coverage with combined limits of at least $1,000,000, or such higher amounts or additional coverage as may be set forth in a Work Order. Each Provider acknowledges that additional insurance coverage may be required by a Buyer under an individual Work Order.
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4.3
If the shipment of goods by the Provider is required, Buyer will instruct Provider with the Buyer’s shipping company account number, type of equipment, specific packing instructions including type of boxes and material to use, and insurable value. In the event Buyer opts not to insure the goods in transit, Field Nation and the Provider assumes no responsibility for loss or damage to the equipment.
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4.4
Provider hereby waives and releases any and all claims against Field Nation, Buyer, and their respective affiliates, their governors, directors, managers, officers, employees, and agents for damages, costs, expenses, or other liability resulting from an occurrence or risk for which Provider is required to provide insurance pursuant to these Work Order Terms.
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Proprietary Rights.
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5.1
All right, title and interest, including copyright and other intellectual property rights in and to any data, information, ideas, concepts or material provided by a Buyer to a Provider for use in performing services are and shall remain a Buyer’s property (“Buyer Content”). Each Buyer grants each Provider who performs services a non-exclusive, non-transferable license during the term of a Work Order to reproduce, display and perform Buyer Content solely in connection with the performance of the services under such Work Order. Buyer Content shall be considered Confidential Information of a Buyer.
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5.2
For the purposes of these Work Order Terms, “Work Product” is defined as all inventions, improvements, computer programs, discoveries, ideas, processes, systems, writings or other works made or conceived by a Provider, solely or jointly with others, which (a) are produced as part of or in the course of performing the services under a Work Order; or (b) are conceived of or made during the term of such Work Order with the use or partial use of a Buyer’s systems, equipment, supplies, materials, facilities, computer programs, or Confidential Information. Each Provider agrees to assign and hereby assigns to the applicable Buyer all rights, title and interest it may have in the Work Product, including the source code, compilers, related documentation and materials, and any modifications and enhancements to the Work Product at all stages of development and upon completion, and all patents and copyrights in the Work Product free of any liens and encumbrances. Each Provider shall render all reasonably required assistance to the applicable Buyer to protect the rights described above. Each Provider warrants it has all right, power and authority to affect all assignments, transfers and waivers provided herein.
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5.3
Each Buyer acknowledges that the Provider may own or hold inventions, improvements, computer programs, discoveries, ideas, processes, systems, writings or other works (“Pre-existing Provider Intellectual Property“) developed prior to the commencement of services under a Work Order. Each Buyer agrees that all Pre-existing Provider Intellectual Property, and all patent, trade secret and proprietary rights in all techniques and concepts that a Provider may develop from time to time outside the scope of the services under a Work Order and without use of Buyer Content or facilities or Confidential Information, is proprietary to such Provider and shall remain such Provider’s exclusive property. To the extent that Pre-existing Provider Intellectual Property has been incorporated into or is embedded in the Work Product, the Provider hereby grants to the Buyer perpetual, nonexclusive, world-wide, sublicensable, royalty-free right to use, license, execute, modify, reproduce, display, perform, and prepare derivative works based on such Pre-Existing Provider Intellectual Property. The Provider has not and shall not assign, license or otherwise transfer ownership, rights, title, or interest in or to the Work Product to any third party (including but not limited to copyright, patent, trademark, trade secret or any other intellectual proprietary right) or allow any lien or other encumbrance to be placed on any part of the Work Product. The Provider will be responsible for any breach of this section by their employees, representatives and agents.
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5.4
Buyer shall own all tangible property, including but not limited to goods, equipment, documents, spreadsheets, notes, disks, text, artwork, computer software, and similar property provided to a Provider by a Buyer. The Provider agrees to deliver this tangible property to a Buyer promptly upon a Buyer’ request, but in any event, after Provider is finished using such tangible property in performing the Services.
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Confidentiality.
A Buyer may disclose information to a Provider about their business, finances, technology, products, or services which the Buyer considers to be confidential and proprietary (the “Confidential Information”). Any Confidential Information disclosed to, received, or accessed by a Provider shall be used solely for the purposes of performing the services under the Work Order, and shall not be disclosed to any third party without the express, written consent of the Buyer. The Provider will be obligated to protect all Confidential Information which is disclosed orally or in written form and is identified as confidential or proprietary when disclosed. These Work Order Terms impose no obligation upon a Provider with respect to any information which the Provider can establish by legally sufficient evidence: (a) was in the possession of, or was known by, the Provider prior to its receipt from a Buyer, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Work Order Terms; (c) is obtained by the Provider from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the Provider without the use of Confidential Information and without the participation of individuals who have had access to any Confidential Information. The Provider’s confidentiality obligations with respect to the Confidential Information shall survive the termination of the applicable Work Order and will continue for a period of five (5) years, except for obligations regarding any trade secret information, which shall survive indefinitely.
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Warranties and Representations.
In addition to any other warranties and representations set forth in these Work Order Terms, each Provider warrants and represents that:
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7.1
The use of any Work Product delivered to any Buyer will not violate any law or regulation, or violate or infringe upon the rights of any other party, including, without limitation, contractual rights, intellectual property rights, publicity and privacy rights and the rights against libel, defamation and slander.
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7.2
Provider has reached the age of majority and is eligible to contract in the jurisdiction in which the services will be performed.
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7.3
Provider has authority to enter into these Work Order Terms and to perform all of Provider’s obligations hereunder.
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7.4
Provider shall perform the services in a workmanlike manner, with professional diligence and skill, and in compliance with all applicable laws. The services and any Work Product shall meet any applicable specifications or requirements stated in the applicable Work Order. Without limiting the forgoing warranty, upon notice from Buyer identifying any nonconformance with such specifications or requirements, Provider shall provide any additional Work Product or perform additional services necessary to correct the nonconformance, without further charge to, or payment from, Buyer.
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7.5
If Provider resides or will perform work in the United States, Provider will be eligible to provide the services under U.S. federal immigration law and any applicable rules of the United States Citizenship and Immigration Services Agency for the full term of these Work Order Terms.
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7.6
In the performance of Services under this Agreement, Provider shall comply with all applicable statutes, or ordinances, rules and regulations of any and all federal, state and municipal regulatory authorities, including all applicable state privacy and consumer protection statutes, ordinances, rules and regulations such as ERISA, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Family and Medical Leave Act, workers’ compensation laws, FICA and federal and state unemployment insurance laws, and all other federal, state and local laws, ordinances, regulations and codes.
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7.7
Provider will obtain all required permits, licensed and certificates necessary to perform services under a Work Order.
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Limitation of Liability.
BUYER’S MONETARY LIABILITY TO PROVIDER UNDER THE WORK ORDER SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAYABLE TO SUCH PROVIDER PURSUANT TO SUCH WORK ORDER, EXCEPT AS THIS LIMITATION IS SPECIFICALLY MODIFIED IN THE APPLICABLE WORK ORDER.
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Indemnification of Buyers.
PROVIDER SHALL INDEMNIFY, DEFEND, AND HOLD THE BUYER TO WHOM IT PROVIDES SERVICES HARMLESS FROM ANY AND ALL LOSSES, INJURIES, CLAIMS, DAMAGES, EXPENSES, AND CAUSES OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THE PROVIDER’S PERFORMANCE OF THE SERVICES UNDER A WORK ORDER, INCLUDING WITHOUT LIMITATION, LOSSES OR CLAIMS RESULTING FROM (A) THE PROVIDER’S NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ANY REPRESENTATION, WARRANTY, OR OTHER OBLIGATION UNDER THESE WORK ORDER TERMS; (B) ANY ALLEGATION THAT THE BUYER’S USE OF ANY WORK PRODUCT, INFRINGES OR VIOLATES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, OR OTHER THIRD PARTY INTELLECTUAL PROPERTY RIGHT; OR (C) ANY PERSONAL INJURY (INCLUDING DEATH) OR DAMAGE TO PROPERTY RESULTING FROM THE PROVIDER’S OR THEIR AGENTS’ ACTS OR OMISSIONS.
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Indemnification of Field Nation.
BOTH PROVIDER AND BUYER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND FIELD NATION FROM ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE WORK ORDER, INCLUDING ANY CLAIMS BY ANY THIRD PARTY OR GOVERNMENT AGENCY THAT PROVIDER WAS MISCLASSIFIED AS AN INDEPENDENT CONTRACTOR OR EMPLOYEE, AND ANY CLAIM THAT FIELD NATION WAS AN EMPLOYER OR JOINT EMPLOYER OF PROVIDER, AS WELL AS CLAIMS UNDER ANY EMPLOYMENT LAWS, SUCH AS THOSE RELATING TO EMPLOYMENT TERMINATION, DISCRIMINATION, HARASSMENT OR RETALIATION, AS WELL AS ANY CLAIMS FOR OVERTIME PAY, SICK LEAVE, HOLIDAY OR VACATION PAY, RETIREMENT BENEFITS, WORKER'S COMPENSATION BENEFITS, UNEMPLOYMENT BENEFITS, OR ANY OTHER EMPLOYEE BENEFITS.
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Dispute Resolution.
If at any time a dispute, difference, or disagreement shall arise between a Buyer and a Provider over any aspect of the performance or interpretation of a Work Order, such as a dispute over the quality of the Provider’s work or the amount of compensation due, before any litigation or other formal legal action may be commenced either party may demand that the matter be submitted to an informal, non-binding dispute resolution process with Field Nation acting as a facilitator. No formal procedural or evidentiary rules will apply. Each party will have the opportunity to present their side of the dispute in the presence or simultaneous hearing of the other party and the Field Nation representative. The process will be conducted by telephone or other electronic means unless both the Provider and the Buyer agree to an in-person process. Any in-person dispute resolution meetings will be held in Minneapolis, Minnesota, unless Field Nation expressly agrees otherwise. If the parties are not successful in resolving their dispute within five (5) days following submission to Field Nation, the dispute resolution option outlined in this paragraph 11 expires.
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General.
These Work Order Terms shall be governed by the laws of the jurisdiction in which the Buyer resides. These terms shall be valid and enforceable to the fullest extent allowed by such laws. These terms shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns. Any express waiver or failure to exercise promptly any right under these terms will not create a continuing waiver or any expectation of non-enforcement. The Work Order, together with these Work Order Terms, states the entire agreement between a Provider and a Buyer regarding the services to be provided pursuant to such Work Order. Any of these Work Order Terms which by their nature are intended to survive the completion of the services by a Provider and the termination of the Work Order, shall survive such completion and termination.
Last modified: Nov 28th, 2022
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