important policy reminders

As part of your time and contract with Opus 1, there are a few policies that you agreed to and are critical to the effective operations and success of our music studio. These policies are put in place to protect our students, faculty, staff, and Opus 1 as an organization. We'd like to remind you of a few policies that are in place to ensure these protections that are taken from the current contract issued to teachers. Please be aware that salaried employees may have alternative version of these policies and should consult a member of Opus 1 management with any questions regarding the conditions and terms of their specific contract. 

Please be aware that the below information is only a partial representation of our teacher policies and contractual agreements. Please refer to the Teacher Handbook and your individual contract for additional information. 

    1. Independent Contractor Status. Contract Teacher is an independent contractor, not Opus 1’s employee, and nothing in this Agreement shall be construed as creating any other relationship. Contract Teacher is not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Opus 1. Opus 1 will not: (a) withhold state or federal income tax from Contract Teacher’s payments, (b) withhold FICA (social security and Medicare taxes) from Contract Teacher’s payments, or make FICA payments on Contract Teacher’s behalf, and (c) make any state or federal unemployment compensation payments on behalf of Contract Teacher. Contract Teacher is not covered under Opus 1’s general liability insurance, employee benefits, or worker’s compensation, and Contract Teacher is fully responsible for any such coverage. Contract Teacher is solely responsible for all applicable federal, state, and local income taxes, associated payroll and business taxes, licenses, fees, and social security taxes, and shall assume all risks incident to Contract Teacher’s status as an independent contractor.
    2. Payment. Opus 1 shall pay Contract Teacher monthly, within seven (7) days of the last day of the month Contract Teacher has provided Services.  Contract Teacher shall provide Opus 1 with a monthly email report or invoice of teaching hours to confirm payment amount by the end of the month.
    3. Indemnification. Contract Teacher agrees to indemnify, defend, and hold harmless Opus 1 and its directors, officers, employees, contractors, agents, and representatives from any and all liabilities, losses, costs, damages, claims, liens, judgments, penalties, fines, attorneys’ fees, court costs and other legal expenses, insurance policy deductibles, and all other expenses arising out of, or related to: (a) any intentional or grossly negligent act or omission of Contract Teacher, or (b) Contract Teacher’s failure to perform any of its obligations under this Agreement. Such indemnity shall apply to the fullest extent permitted by applicable law. Contract Teacher’s obligations under this Section 9 shall survive the termination of this Agreement unless specifically waived in writing by Opus 1 after such termination.
    4. Confidential Information. During the term of this Agreement, Contract Teacher may receive or have access to data and information that is confidential and proprietary to Opus 1, which includes but is not limited to: written, printed, graphic or electronically-recorded materials furnished by Opus 1 for Contract Teacher’s use, business and marketing plans, current and prospective Customer lists, financial data, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, and information belonging to Customers and suppliers of Opus 1 about whom Contract Teacher gained knowledge as a result of Contract Teacher’s services to Opus 1 (“Confidential Information”). “Customers” is defined below in Section 13. All such Confidential Information made available to, disclosed to, or otherwise made known to Contract Teacher in connection with this Agreement shall be considered the sole property of Opus 1. Confidential Information may be used by Contract Teacher only for purposes of performing the obligations of Contact Teacher hereunder, and cannot use Confidential Information for his/her own benefit or the benefit of anyone other than Opus 1. Contract Teacher shall not disclose Confidential Information to any third party without the prior written consent of Opus 1. Contract Teacher shall not use or duplicate any proprietary information belonging to, or supplied by, Opus 1, except as authorized by Opus 1. Upon the termination of this Agreement, or at any time upon request, Contract Teacher shall return to Opus 1 all electronic data, equipment, software, passwords and codes, parking passes, identification or security badges, key cards or keys, originals, copies, or extracts of all documents and materials containing any Confidential Information at the location at which Contract Teacher primarily performs Services for Opus 1. These obligations of confidentiality and non-disclosure shall remain in effect for a period of three (3) years following the termination of this Agreement, or at such time that Opus 1 provides written consent that such obligations have been terminated.
    5. Intellectual Property. Contract Teacher assigns to Opus 1 all rights in all designs, creations, improvements, original works of authorship, formulas, processes, know-how, techniques, inventions, and all other information or items created by Contract Teacher during the term of this Agreement. The rights assigned include title and interest in all patent, copyright, trade secret, trademark, and other propriety rights, in perpetuity and throughout the world. Contract Teacher agrees that the consideration paid under this Agreement is sufficient for the assignment, and agrees to irrevocably appoint Opus 1 as Contract Teacher’s attorney-in-fact to execute any documents necessary to secure any patents, trademarks, copyrights, or other proprietary rights at no charge to Opus 1. Contract Teacher agrees not to use any of the work described in this Section 11 for the benefit of any other party without Opus 1’s prior written consent. This provision shall survive the termination of this Agreement.
    6. Conflict of Interest. During the term of this Agreement, Contract Teacher represents and warrants that it has no business, professional, personal, or other interest, including but not limited to the representation of other Customers (as defined in Section 13), that would conflict with the performance of his/her obligations under this Agreement. This provision does not limit Contract Teacher from providing the same or similar services to other clients or customers, provided that such work does not interfere with the ability of Contract Teacher to fulfill its obligations to Opus 1 under this Agreement on a timely and fair basis and except as otherwise set forth in Section 13 below. If any such actual or potential conflict of interest arises, Contract Teacher will immediately inform Opus 1 in writing. If, in the reasonable judgment of Opus 1, such conflict poses a material conflict with the performance of Contract Teacher’s obligations hereunder, Opus 1 may terminate the Agreement immediately upon written notice to Contract Teacher, and such termination shall be effective upon receipt of such notice by Contract Teacher. 
    7. Non-Solicitation. Contract Teacher will not engage in any business activity or work that solicits business from, or is competitive with, Opus 1’s business within ten (10) miles of Opus 1’s studio locations during the term of this Agreement and for a period of two (2) years following the termination of this Agreement, unless approved in writing by Opus 1. Contract Teacher agrees not to solicit or attempt to sell any services to, or interfere with Opus 1’s relationship with any Customer, school, student, entity, or organization. “Customer” means all persons or entities that have: (a) sought or obtained Opus 1’s services, including but not limited to any students currently enrolled with Opus 1, (b) contacted Contract Teacher or Opus 1 for the purpose of seeking or obtaining Opus 1’s services, or (c) been contacted by Opus 1 for the purpose of providing its services. Contract Teacher further agrees not to solicit, hire, employ, or cause any person or entity to solicit, hire, or employ any employee or contractor engaged by Opus 1. This provision shall be valid and enforceable to the fullest extent permitted by law.
    8. Termination. Opus 1 may terminate this Agreement for any reason, at any time, with or without notice to the Contract Teacher. Contract Teacher may terminate this Agreement for any reason upon thirty (30) days’ written notice to Opus 1. In the event of termination of this Agreement, Opus 1 may require Contract Teacher to transfer and deliver to Opus 1, in the manner directed by Opus 1 any partially-completed or completed deliverables, work, or research materials, and information as Contract Teacher has produced or acquired for the performance of this Agreement, in addition to any electronic data, equipment, software, passwords and codes, parking passes, security badges, key cards or keys provided by Opus 1 to Contract Teacher in performance of this Agreement. Contract Teacher agrees to protect and preserve property in his/her possession in which Opus 1 has an interest. Opus 1 will pay the remaining balance for services rendered and work product delivered by Contract Teacher up until the date of termination.
    9. Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicable of this Agreement to arbitrate, shall be determined by arbitration in Palo Alto, California before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures in accordance with the Expedited Procedures in those Rules. Judgement on the award may be entered into any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.